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MTR Corporation Limited Annual Report 2007

A New

Era

MTR Corporation Limited


MTR Headquarters Building, Telford Plaza
Kowloon Bay, Kowloon, Hong Kong
GPO Box 9916, Hong Kong
Telephone: +852 2993 2111
Facsimile: +852 2798 8822

www.mtr.com.hk

(Stock Code: 66)

Annual Report 2007

Contents
2
4
6
8
12
21
22
24
24
36
42
56
62
68
74
82

The Rail Merger


Operating Network with Future Extensions
MTR Corporation at a Glance
Chairmans Letter
CEOs Review of Operations and Outlook
Key Figures
Key Events in 2007
Executive Managements Report
Railway Operations
Station Commercial and Rail Related Businesses
Property and Other Businesses
Hong Kong Network Expansion
Overseas Growth
Human Resources
Financial Review
Ten-Year Statistics

84
86
88
98
101
107
108
125
126
127
128
129
130
131
132
215

Investor Relations
Sustainability
Corporate Governance Report
Remuneration Report
Board and Executive Directorate
Key Corporate Management
Report of the Members of the Board
Contents of Accounts and Notes
Independent Auditors Report
Consolidated Profit and Loss Account
Consolidated Balance Sheet
Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Accounts
Glossary

Looking to the Future


The Rail Merger places the Company in an excellent position to
further promote the sustainable development of Hong Kongs
economy and society. Leveraging on our enhanced
expertise and resources, we are investing in exciting
new expansion opportunities for the future.
As one dynamic team, we are preparing for the
future as an international enterprise while
continuing to provide Hong Kong with
a world-class railway infrastructure
and good quality of life.

The Rail Merger


Key Rail Merger Events :

11 Apr 2006
Signing and announcement of
the confidential

24 Feb 2004
Government invited

MTR & KCRC


to commence discussions
on a possible merger of the
two companies

Memorandum of
Understanding

7 Jul 2006

8 Jun 2007

The Legislative Council of


HKSAR (LegCo) formed a

The Rail Merger


Bill

Bills
Committee
to study the Rail Merger
Bill in detail

between MTR and Government


setting out the proposed structure and
financial terms of the Rail Merger

30 MTR and KCRC staff formed the

Key Rail Merger


Integration Activities :

Merger Integration
Office
to plan and manage the
integration process, involving
more than 11 taskforces with
300 members

was passed by LegCo

9 Oct 2007
The Rail Merger was
approved by MTRs

9 Aug 2007

Transaction
Documents

Independent
Shareholders

for the Rail Merger


were signed

2 December 2007

Appointed Day of
the Rail Merger
99 Cultural Integration
Workshops

Replacement of

for over 12,000 staff to get to know


each other

Over 150,000 Logos


and Signs
for the new brand

Preparation of

Alignment of

Over 6,000
New Uniforms

Over 500 Procedures

for staff

with over 17,000 man-hours of


training for staff to familiarise with
new procedures, enabling a smooth
transition in operations

MTR Corporation Annual Report 2007

2|3

Operating Network with Future Extensions

Disneyland Resort Line

Interchange Station

East Rail Line

Proposed Station

Island Line

Shatin-to-Central Link

Proposed Interchange Station

Kwun Tong Line

South Island Line (East)

Cable Car Ngong Ping 360

Light Rail

West Island Line

47
40
48

Shenzhen Metro Network

Ma On Shan Line

Racing days only

Tseung Kwan O Line

North Island Line

Tsuen Wan Line

Northern Link

Tung Chung Line

South Island Line (West)

West Rail Line

Tseung Kwan O Line Extension

ng

Ti
n

Future Extensions

Sh
ui
W
ai

Station with Depot

L
Pi ong
ng

Guangzhou-ShenzhenHong Kong Express Rail Link


Kwun Tong Line Extension

Airport Express

Ho

Extensions under Study

Station

Existing Network

Si

Legend

un

Projects in Progress
Tu

en

Kowloon Southern Link


29

Tseung Kwan O South

30 45

02 World-wide House
03 Admiralty Centre
04 Argyle Centre
05 Luk Yeung Sun Chuen / Luk Yeung
Galleria
06 New Kwai Fong Gardens
07 Sun Kwai Hing Gardens
08 Fairmont House

23 Tseung Kwan O Station Area 56

22 One International Finance Centre /


Two International Finance Centre /
IFC Mall / Four Seasons Hotel /
Four Seasons Place

36 Wu Kai Sha Station

21 Kowloon Station Package 5, 6 & 7


34 LOHAS Park
35 Ho Tung Lau Site A
37 Tai Wai Maintenance Centre
38 Che Kung Temple Station
39 Tai Wai Station

09 Kornhill / Kornhill Gardens

23 Central Heights / The Grandiose /


The Edge

10 Fortress Metro Towers

24 Residence Oasis / The Lane

41 Kowloon Southern Link Site C

11 Hongway Garden / Vicwood Plaza

25 No 8 Clear Water Bay Road / Choi Hung


Park & Ride

42 Kowloon Southern Link Site D

12 Perfect Mount Gardens


13 New Jade Garden

26 Metro Town

14 Southorn Garden

27 Royal Ascot / Plaza Ascot

15 Heng Fa Chuen / Heng Fa Villa /


Paradise Mall

28 Pierhead Garden / Ocean Walk

16 Park Towers

29 Sun Tuen Mun Centre / Sun Tuen Mun


Shopping Centre

17 Felicity Garden

30 Hanford Garden / Hanford Plaza

18 Tierra Verde / Maritime Square

31 Citylink Plaza

19 Tung Chung Crescent / Citygate /


Novotel Citygate / Seaview Crescent /
Coastal Skyline / Caribbean Coast

32 MTR Hung Hom Building / Hung Hom


Station Carpark
33 Trackside Villas

21 The Waterfront / Sorrento /


The Harbourside / The Arch / Elements /
The Cullinan / Harbourview Place /
International Commerce Centre

19 Tung Chung Station Package 3

or

Property Developments under


Construction / Planning
rp

01 Telford Gardens / Telford Plaza I and II

20 Central Park / Island Harbourview /


Park Avenue / Harbour Green /
Bank of China Centre / HSBC Centre /
Olympian City One /
Olympian City Two

Ai

Properties Owned / Developed /


Managed by the Corporation

As
ia
Ex Wo
po rld
-

28

Lantau
Island

40 Tin Shui Wai Light Rail Terminus

West Rail Line Property Development


(As Government Agent)
43 Nam Cheong Station
44 Yuen Long Station
45 Tuen Mun Station
46 Tsuen Wan West Station
47 Long Ping Station
48 Tin Shui Wai Station
49 Kam Sheung Road Station
50 Pat Heung Maintenance Centre
51 Kwai Fong Station

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MTR Corporation Annual Report 2007

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13

4|5

MTR Corporation at a Glance

The size, scale and geographic coverage of the business activities of the
Company have been significantly expanded as a result of the Rail Merger
completed on 2 December 2007. Our share of the Hong Kong franchised
public transport market has increased to 41.6% and our property land
bank and rental portfolio have both been increased with the Rail Merger.

Railway Operations

Station Commercial and Rail Related Businesses

Business Description

Business Description

We operate a pre-dominantly rail based transportation system


in Hong Kong, comprising Domestic and Cross-boundary
services, a dedicated high-speed Airport Express and a light
rail system, which in total stretches 211.6 kilometres with 82
stations and 68 stops. The Integrated MTR System is one of
the most intensively used systems in the world, known for
its reliability, safety and efficiency. We also provide intercity
services to the Mainland of China as well as a bus operation in
Hong Kong providing convenient feeder services.

We leverage our railway assets and expertise into additional


businesses, including rental of station retail units (including
Duty Free shops), advertising in trains and stations,
telecommunications, rail consulting and freight services.

2007 Highlights

2007 Highlights

Successfully completed the integration of two railway


networks on the Appointed Day of 2 December, together
with fare reductions with effect from that day

Renovations to commercial areas at nine stations were


completed

Exceeded Performance Requirements under the pre-Rail


Merger Operating Agreement and Customer Service
Pledges and entered into a new post-Rail Merger Operating
Agreement on Appointed Day

Replacement of seatback TV with new multimedia system in


the Airport Express was completed

New advertising formats including "Interactive Panel",


"Shopping Guide Map" and "12-sheet Scrolling Units" were
introduced to strengthen our market leadership position

Customer satisfaction levels for service quality and fares


remained high

Internationally received the Gold Asset Management


Excellence Award and Steve Maxwell Leadership Award for
outstanding railway asset management practices

Advertising, station retail and telecommunications


businesses included those of the KCR System after
2 December 2007, together with rental of space to Duty Free
shops as well as freight services to Mainland China

Turnover
in HK$ billion

Operating Profit before Depreciation


and Amortisation (after Property
Development Profit)

Total Assets

in HK$ billion

in HK$ billion

10.7
9.5

9.2
7.6

2003

11.2

8.4

2004

2005

155.7

14.2

2006

2007

9.1

9.1

2003

2004

11.0

2006

2005

2007

102.4

106.7

2003

2004

113.7

2005

120.4

2006

2007

Property and Other Businesses

Overseas Growth

Business Description

Business Description

We develop mainly residential properties in conjunction


with property developers. We own investment properties,
principally shopping centres and offices, and manage our
properties and others. Our investment portfolio includes
12 shopping centres and 18 floors of the Two International
Finance Centre office tower.

We continue our strategy to grow outside of Hong Kong by


investing in urban rail networks in the Mainland of China, and
pursuing asset-light operating concessions in European
markets that are privatised or opening to new entrants.

2007 Highlights

2007 Highlights

Tender of Area 56 of Tseung Kwan O awarded in February


2007 to a subsidiary of Sun Hung Kai Properties Limited

Tender of Package Three of LOHAS Park awarded in


November 2007 to a subsidiary of Cheung Kong
(Holdings) Limited

Our joint venture with Laing Rail won the London


Overground concession and successfully took it over on 11
November 2007

Project progress and operational preparation of Beijing Metro


Line 4 were satisfactory

Elements Phase 1, our majority owned newest flagship


shopping centre above Kowloon Station, opened on
1 October 2007

Training of 268 operations staff for Beijing Metro Line 4


commenced in September 2007 in cooperation with Beijing
Communication School

Enlarged investment property portfolio with Elements and


new intake of KCRC properties after the Rail Merger

Opening of Ginza Mall in Beijing in January 2007

Preparatory work and expanded trial section work for


Shenzhen Metro Line 4 continue while awaiting approval
from the National Development and Reform Commission of
Mainland China

MTR Corporation Annual Report 2007

6|7

Chairmans Letter

The successful completion of


the Rail Merger on 2 December
2007, the winning of the London
Overground concession in the
United Kingdom and the very
successful opening of Elements
shopping centre in Hong Kong
were some of the highlights of
the year

Dear Stakeholders,
I am pleased to present to you the annual results of MTR
Corporation for 2007, which continue to reflect the momentum
of our core businesses and of our growth strategy at home
and abroad. The successful completion of the Rail Merger on
2 December 2007, the winning of the London Overground
concession in the United Kingdom and the very successful
opening of Elements shopping centre in Hong Kong were some
of the highlights of the year.
For the year, buoyant economic conditions led to continued
growth in our businesses, which when combined with the effect
of the Rail Merger since 2 December, enabled MTR Corporation
to increase total revenue for 2007 to HK$10,690 million,
12.0% higher than 2006. The operating profit from railway and
related businesses before depreciation and amortisation also
rose by 13.7% to HK$5,912 million. Property development profit
realised in the period was HK$8,304 million, mainly from surplus
proceeds at developments such as Le Point at Tiu Keng Leng
Station. Excluding investment property revaluation and related
deferred tax, profit from underlying businesses attributable to
equity shareholders was HK$8,571 million, 43.8% higher than
2006, largely due to the magnitude of property development
profit as well as continued strong performance from our
recurring businesses. Including investment property revaluation
of HK$8,011 million (HK$6,609 million net of deferred tax),
reported net profits for 2007 were HK$15,182 million with
earnings per share of HK$2.72. With the strong financial results,
your Board has recommended a final dividend of HK$0.31,
giving a full year dividend of HK$0.45, which is an increase of
7.1% compared to 2006.

Rail Merger: A Milestone Achieved


2 December 2007 saw the completion of the Rail Merger between
the Company and Kowloon-Canton Railway Corporation
(KCRC), which followed the approval of the Rail Merger Bill by
the Legislative Council of Hong Kong (LegCo) in June, and of
independent shareholders at an Extraordinary General Meeting in
October. In the Rail Merger, the Company has taken over KCRCs
rail and related businesses under a concession arrangement and
also acquired a property portfolio.

The Rail Merger increases significantly the scale and profitability


of our rail and related businesses whilst at the same time
enhances our property development land bank and rental
property portfolio. Patronage on Domestic Service, which
includes KCR Lines after the Rail Merger, grew from 2.6 million
passengers per weekday before the Rail Merger, to 3.5 million
passengers per weekday in December after the Rail Merger.
Our property development land bank increased by 1.2 million
square metres GFA while our investment property portfolio
increased by 40,957 square metres lettable with the Rail Merger.
The Rail Merger benefits all our stakeholders with fare reductions
and improved network co-ordination for our passengers,
increased opportunities for our staff and enhanced value for
our shareholders. With the completion of the Rail Merger we
are now working diligently on the further integration of the
Company as well as the achievement of synergies, which when
fully realised in three years time are estimated at HK$450 million
per year.
Under the guiding principle of One Company, One Team, the
integration of staff from the Company and KCRC has progressed
smoothly, for which I would like to thank management and all
staff of the merged Company.

Growth Strategy
With the completion of the Rail Merger, our future growth
strategy rests with the significant new rail development in Hong
Kong and our continued expansion into the Mainland of China
and Europe.
In Hong Kong, the year saw good progress being made on
the Kowloon Southern Link, a KCRC project managed by the
Company, and a new station at LOHAS Park (in Tseung Kwan
O South), while planning and detailed design continued for
the new 3-km West Island Line after approval was received
from Government. In addition, the Chief Executive of Hong
Kong SAR announced in his October Policy Address that the
Government was pledging its support to a number of priority rail
infrastructural developments, including the 7-km South Island
Line (East), the 26-km Hong Kong section of the GuangzhouShenzhen-Hong Kong Express Rail Link (Express Rail Link), and

MTR Corporation Annual Report 2007

8|9

Chairmans Letter

With the completion of the Rail Merger, our future growth


strategy rests with the significant new rail development in
Hong Kong and our continued expansion into the Mainland of
China and Europe
the Shatin-to-Central Link. Approval has already been obtained
to proceed with preliminary planning and design for the South
Island Line (East), Shatin-to-Central Link and the 3-km Kwun
Tong Line extension whilst we are in active discussion with
Government on the design and implementation proposal for
the Express Rail Link.
In the Mainland of China, steady progress was made on
the Beijing Metro Line 4 project, while we continued with
preparations for the approval of the Shenzhen Metro Line
4 (SZL4) project. The approval process for SZL4 has taken a
protracted length of time since it requires a breakthrough in
certain policy areas. Under the current policy relating to property
development in China, the public sector funding support to this
project is likely to take other forms than the grant of property
development rights. The Company will ensure that the project,
if approved, will provide a satisfactory return to its shareholders.
During the year, we also continued to pursue further investment
opportunities in key cities such as Hangzhou, Suzhou, Tianjin
and Wuhan, as well as in Beijing and Shenzhen.
In Europe, we continued with our asset-light approach to
bid for new operating concessions in privatised markets.
The highlight of the year was the winning of the London
Overground concession by our UK joint venture, London
Overground Rail Operations Ltd (LOROL). London Overground is
an important rail network in the UKs capital serving West, North
and East London and will be a vital link for the 2012 Olympic
Games. Under the concession, LOROL will operate train services
in Greater London for seven years.

Sustainability and Community


In our drive to achieve growth, an important priority for us
is to ensure that our business and growth are sustainable.
This has become even more crucial as the consequences of
climate change, and social and environmental complacency

have become ever more apparent. As our new rail extensions


reach out to a larger part of Hong Kong and our operations
extend beyond Hong Kong into the Mainland of China and
the UK, we remain determined to enhance the quality of life
of our passengers, customers, tenants and employees. We
aim to do this not only by providing the best possible railway
infrastructure and services, but also by focusing on the needs
of the community, by involving ourselves in its well-being, and
above all by investing in resources to enhance efficiency and
ecological sustainability.
The Company is in full support of the Governments clean-air
initiatives and is committed to making a leading contribution
to the Action Blue Sky Campaign launched by the Chief
Executive of the Hong Kong SAR. As one of the largest electricity
users in the Pearl River Delta, we are a signatory to and have
been implementing the Clean Air Charter, which requires the
Company to adopt energy-efficient measures in its operations
and monitor its emissions of air pollutants.
In 2006, the Company adopted the MTR Corporation Climate
Change Policy, which is modelled on the policy developed by
the International Association of Public Transport (UITP), whose
Sustainable Development Commission we currently chair.
The Company has undertaken a thorough assessment of the
enterprise risk associated with exposure to climate change issues
and concluded these are significant enough to require ongoing
monitoring. We are in the process of reviewing how climate
change can be taken into account in our design, construction,
and asset management to prepare more definitively an
adaptation-based scenario for future years. Our aim is to become
one of the most resource efficient and ecologically responsible
public transport companies in the world.
Our efforts in sustainability, corporate governance, service
culture and management processes have continued to attract
international recognition, both locally and internationally. We

have received the SAM (Sustainable Asset Management) Sector


Leader award and Silver Class Award for recognising our ability
to manage related risks and to seize associated opportunities.
During the year, our Sustainability Report 2006, Convergence,
was accredited the Runner Up - Best Sustainability Report
by the Association of Chartered Certified Accountants (ACCA)
Hong Kong. Our world-class professionalism, safety standards
and cost efficiency are the backbone of our sustainability
drives. The Company was honoured to receive the Gold Asset
Management Excellence Award at the 2007 International Asset
Management Conference in Melbourne for our results-driven
and robust railway asset management system and focus on
continuous improvement, which the panel of international
judges considered the best ever seen.
During the year, many of our employees took part in
programmes and events to reach out to the less fortunate in
our community.
There were 86 community volunteer initiatives involving more
than 1,800 volunteers. Most of the volunteering services were
for the elderly, the physically and mentally challenged, and
underprivileged children and families. The MTR HONG KONG
Race Walking 2007, which was co-organised with the Hong
Kong Amateur Athletic Association, raised over HK$1 million for
the Hospital Authoritys health education campaign. In 2007, we
were once more nominated by eight social organisations for the
Caring Company Logo 2007/08 in recognition of the Companys
contributions to society through employee volunteering,
community giving and providing a safe and family friendly
environment for our staff.
To help the victims of the severe snowstorm in the Mainland of
China, we donated HK$1 million on 4 February 2008 to provide
warm clothing and emergency supplies via the Hong Kong Red
Cross. In addition, we set up donation counters at our twelve

shopping centres over Lunar New Year holidays. The funds


received were donated through Oxfam Hong Kong to provide
food supplies and warm clothing for the snowstorm victims.

Board Transitions
Mr David Gordon Eldon and Mr Lo Chung-hing will retire as
independent non-executive Directors of the Company at our
Annual General Meeting on 29 May 2008. I would like to thank
Mr Eldon, who is also currently the chairman of our Nominations
Committee, and Mr Lo for their long service and significant
contributions to the Company.
I would like to welcome Ms Eva Cheng and Professor Chan
Ka-keung, Ceajer, who both joined the Board in July 2007 on
taking up the offices of Secretary for Transport and Housing,
and Secretary for Financial Services and Treasury respectively.
I would further welcome Mr Ng Leung-sing and the Honourable
Abraham Shek Lai-him who joined the Board in December 2007
as independent non-executive Directors.
The successful performance of the Company is built on the
excellence of our Board governance, management and staff, the
trust of our customers, and our shareholders. As we enter a new
era in the Companys history, I would like to extend my heartfelt
thanks to my fellow Board Members, management and all staff
for all their efforts in making 2007 a milestone year in advancing
our vision of sustainable growth.

Dr. Raymond Chien Kuo-fung, Chairman


Hong Kong, 11 March 2008

MTR Corporation Annual Report 2007

10 | 11

CEOs Review of Operations and Outlook

2007 also saw strong financial results for


MTR Corporation as we continued to make
steady progress in all our businesses

Dear Stakeholders,
2007 was a successful year for the Company. Firstly,
on 2 December, we completed the merger of our rail operations
with those of the Kowloon-Canton Railway Corporation
(KCRC) and acquired from KCRC a portfolio of properties (Rail
Merger). Secondly, in Hong Kong, a number of new rail lines
saw progress. The West Island Line was gazetted by the Hong
Kong SAR Government, and good construction progress was
made on the Kowloon Southern Link, which is part of the Rail
Merger. Hong Kong SARs Chief Executive highlighted in his
Policy Address three additional rail lines as infrastructural priority
projects, these being the South Island Line (East), the Shatinto-Central Link and the Hong Kong section of the GuangzhouShenzhen-Hong Kong Express Rail Link (Express Rail Link). We
welcome Governments latest decision for the Company to
proceed with the further planning and design of Shatin-toCentral Link and the Kwun Tong Line extension to Whampoa.
Thirdly, outside of Hong Kong, we won the London Overground
concession together with our UK joint venture partner, Laing
Rail, whilst work progressed in Beijing on the construction of
Beijing Metro Line 4.
2007 also saw strong financial results for MTR Corporation as
we continued to make steady progress in all our businesses. For
the year, our revenue increased by 12.0% to HK$10,690 million,
due to the continued growth in our recurring businesses and
the effect of the Rail Merger. Operating profit from railway
and related businesses before depreciation, amortisation and
merger related expenses rose by 13.7% to HK$5,912 million.
Property development profit recognised in the period
was HK$8,304 million. Excluding investment property
revaluation and the related deferred tax, net profit from
underlying businesses attributable to equity shareholders
was HK$8,571 million, 43.8% higher than 2006. This significant
increase in underlying profits was primarily the result of the very
significant property development profits recognised in 2007, in
particular from Le Point at Tiu Keng Leng Station. Earnings per
share were HK$1.54 before investment property revaluation and
HK$2.72 after such revaluation. With the strong financial results,
your Board has recommended a final dividend of HK$0.31,

which when combined with the interim dividend of HK$0.14 per


share, brings full year dividend to HK$0.45, an increase of 7.1%
over 2006.

The Rail Merger


Following the Memorandum of Understanding between
the Company and the Hong Kong SAR Government on
11 April 2006, the Rail Merger Bill was approved by the
Legislative Council of Hong Kong (LegCo) on 8 June 2007.
Formal transaction documents were entered into between
the Government, the Company and KCRC in August 2007, and
independent shareholders of the Company approved the Rail
Merger on 9 October. The completion of the Rail Merger on
2 December marked a new era not only for the Company but
also for public transportation in Hong Kong.
For our customers, the Rail Merger brought fare reductions as
well as better integration of the rail network in Hong Kong. For
the Company and our shareholders, the Rail Merger represents a
significant increase in the size and scale of our rail and property
portfolio as well as growth opportunities in the form of new
railway lines throughout Hong Kong and connecting to the
Mainland of China. The expansion of our rail and rail related
businesses together with the Rail Merger transaction structure
increases our recurrent profitability and enhances the long term
sustainability of the Company. This will benefit all stakeholders
of the Company and will provide a platform for the sustainable
development of Hong Kongs public transportation services.

Operational Review
Hong Kong Railway Operations
For the year, total patronage on the Integrated MTR System,
including the effect of the Rail Merger since 2 December,
increased by 8.2% to 948.3 million. For the period before the Rail
Merger, total patronage increased by 2.9% as compared to the
same period in 2006.
Average weekday patronage on pre-Merger MTR Lines
increased by 3.3% to 2.6 million as compared to the same period
last year. After the Rail Merger, our Domestic Service, which now

MTR Corporation Annual Report 2007

12 | 13

CEOs Review of Operations and Outlook

. . . the Rail Merger represents a significant increase in the size


and scale of our rail and property portfolio as well as growth
opportunities in the form of new railway lines throughout
Hong Kong and connecting to the Mainland of China
also includes the KCR Lines (comprising the East Rail excluding
Crossboundary Service, West Rail, and Ma On Shan lines),
saw average weekday patronage increasing significantly to
3.5 million.
Patronage on the Airport Express rose 6.3% to 10.2 million
in 2007, as the number of air travellers using Hong Kong
International Airport continued to rise, and the number of
exhibitions and other events at AsiaWorld-Expo increased.
For Cross-boundary Service at Lo Wu and Lok Ma Chau,
patronage for the full year recorded an increase of 4.7% to 92.1
million, of which 8.2 million was attributable to the Company
from the Rail Merger for the period after 2 December. Light Rail,
Bus and Intercity recorded patronage of 14.1 million for the
period from 2 December to the end of 2007.
Our overall share of the franchised public transport market
increased from 25.0% in 2006 to 25.3% in the period before
the Rail Merger. After the Rail Merger including all rail and bus
passenger services, our market share increased further to 41.6%.
In the period prior to the Rail Merger, average fare per passenger
on the MTR Lines was HK$6.83, which was similar to the
comparable period in 2006. After the Rail Merger, average
fare per passenger on Domestic Service was HK$6.39 with the
reduction in average fares being due to the fare reduction given
as part of the Rail Merger and the lower average fares on KCR
Lines as compared to the MTR Lines. Average fare per passenger
for Airport Express was HK$64.34 in 2007, an increase of 0.8%
over 2006. Average fare per passenger on Cross-boundary
Service was HK$24.51 in 2007, similar to that of 2006. Total fare
revenue from all passenger services for 2007 increased by 9.1%
to HK$7,115 million.

The successful integration of the two networks on 2 December


2007 reflected the very high level of integration planning,
service and operational performance that was demonstrated
throughout the year. Passenger journeys on time performance
on the pre-Merger MTR System achieved a level of 99.9%. A new
Operating Agreement came into effect on 2 December 2007 as a
result of the Rail Merger that will govern the performance levels
of the Integrated MTR System.
To meet the constantly rising expectations of our customers,
we invested not only in the expansion of the network but
also in service and efficiency improvements. To enhance
accessibility, we opened new pedestrian links and entrances at
various stations including a pedestrian link at Admiralty Station
connecting to Three Pacific Place, and two new entrances at
Kowloon Station linking up to Elements shopping centre.
The new Airport Express platform serving SkyPlaza in Hong
Kong International Airport Terminal 2 was put into operation.
The noise enclosure project in the Tung Chung area to reduce
noise impact for residents was completed and some rail sections
along north Lantau were replaced for the same purpose. To
improve passenger comfort, five new trains are being procured
for the Tsuen Wan, Kwun Tong, Island and Tseung Kwan O lines.
To promote customer service and to help attract new patronage,
various marketing programmes were launched, including the
selection of a lucky couple to participate in the first MTR Hello
Kitty Dream Wedding in Hong Kong Station, the MTR Hello
Kitty Heroes Redemption Programme and the Ride 5 Get Free
Breakfast Promotion. A tailor-made shopping guide entitled
MTR Easy Ride to Hong Kong Shopping Festival was developed

together with the Hong Kong Tourism Board for the use of
overseas tourists in July and August.

of the year, including nine Duty Free shops at Lo Wu, Lok Ma


Chau and Hung Hom stations.

On Airport Express, the popular Ride to Rewards programme


was enhanced with new rewards. We also arranged same-day
return trips on Airport Express as well as discounted prices
for visitors travelling to private events or public concerts at
AsiaWorld-Expo.

Revenue from telecommunications services decreased


by 10.0% to HK$233 million as compared to 2006 due to
the cannibalisation of the 2G service by the less profitable
3G service. However, our fixed network services provider
TraxComm Limited achieved higher revenue and by the end of
the year had sold more than 220 Gbps of bandwidth services
to carrier customers. With the Rail Merger, we took over the
telecoms business of the KCR System, which is similar to MTR
Corporations own telecoms business, and our fibre network
coverage expanded from 156 kilometres to 324 kilometres.

On the through train business to the Mainland of China, which


we took on after the Rail Merger, the fare promotion on Intercity
services to Beijing and Shanghai in non-peak periods continued.
To promote the new Lok Ma Chau Station of the Cross-boundary
Service, free ride promotions over the New Year and Lunar New
Year holidays and weekly ticket promotions were provided to
customers who used the new station.

As part of the Rail Merger, we also gained KCRCs relatively small


freight transportation business, which generated revenue of
HK$3 million from 2 December to the year end.

Station Commercial and Rail Related Businesses


Revenue growth for our station commercial and rail related
businesses benefited from a robust economy, rising patronage
and the effect of the Rail Merger, resulting in revenue
increasing 12.9% to HK$1,741 million despite decreases in
telecommunications and consultancy revenues. Excluding
the Rail Merger effect from 2 December to the year end, such
revenues would have increased by 4.8% to HK$1,616 million.
Advertising revenue increased by 11.0% to HK$593 million
(9.6% to HK$585 million excluding the Rail Merger effect),
underpinned by higher passenger volumes, advertising
innovations and station zone segmentation with the objectives
of optimising revenue for the Company and advertising impact
for our customers. Revenue also benefited from the replacement
of seatback TV with the new multimedia system on the Airport
Express, and the enhancement of the MTR Plasma TV network.
With the Rail Merger, our advertising coverage now extends
to an integrated network with larger patronage, including the
cross-boundary market.
Station retail revenue rose 27.6% to HK$499 million (9.7% to
HK$429 million excluding the Rail Merger effect). Renovations
and new layouts were completed in the retail zones of nine
stations in 2007 and altogether, 41 stations in the MTR System
have been renovated since 2001. During the year, 31 new
trades/brands were added to the station retail network in the
MTR System to enhance customer satisfaction. With the Rail
Merger, the number of shops at stations totaled 1,230 at the end

In external consultancy, we made progress on existing


consultancy projects and the signing of new contracts. Project
management consultancy work continued on Shanghai Metro
Line 9 and Phase 1 (12 stations) opened on 29 December 2007.
Overall, external consultancy activities generated a revenue of
HK$193 million in 2007, a decrease of 3.0% compared to 2006,
which was mainly due to programme delays of some projects
caused by the changing requirements of our customers.

Property and Other Businesses


The Hong Kong property market was very active in 2007. The
office and retail rental markets continued to enjoy good growth
with supply being limited in the office market, and strong retail
market driven by consumer and tourist spending.
The development rights for eight property development sites
totalling 1.2 million square metres GFA were acquired as part
of the Rail Merger. The Company will act as the Governments
agent for property developments at West Rail sites. The Merger
also increased our investment property portfolio by 40,957
square metres lettable, particularly in the New Territories.
Profit for the year from property developments increased
significantly to HK$8,304 million. Amongst this, surplus proceeds
contributed HK$7,077 million, particularly from the sale of
residential flats from Le Point at Tiu Keng Leng Station and to a
lesser extent from Harbour Green at Olympic Station. Deferred

MTR Corporation Annual Report 2007

14 | 15

CEOs Review of Operations and Outlook

income contributed HK$1,224 million being profit recognition


mainly from the newly opened Elements in Kowloon Station,
and from Coastal Skyline and Caribbean Coast in Tung Chung.
In February 2007, the tender for Area 56 in Tseung Kwan O
town centre was awarded to Lansmart Ltd, a subsidiary of Sun
Hung Kai Properties Limited, with the plan to develop a hotel,
residential, office and retail complex. In November, a subsidiary
of Cheung Kong (Holdings) Limited, Wealth Pine Investment
Limited, was awarded Tseung Kwan O Area 86 Package Three,
a residential development with up to 1,648 units. Area 86 was
formally named LOHAS Park in September.
Revenues from our property rental, management and
other businesses benefited from additions to the portfolio,
increasing by 24.3% to HK$1,834 million as compared to
2006; the Rail Merger effect from 2 December to the end of
2007 contributed HK$22 million to this total. Within this total,
rental income rose by 25.2% over last year to HK$1,581 million
(23.5% to HK$1,560 million excluding the Rail Merger effect),
driven by positive rental renewals and new lettings, as well as
contributions from Phase 1 of Elements with lettable area of
39,210 square metres and Ginza Mall in Beijing with lettable area
of 19,307 square metres, both of which opened in 2007.
Our latest up-market flagship shopping centre, Elements on top
of Kowloon Station, was successfully opened in October 2007.
It quickly became a unique attraction for premier shopping
and recreation both for Hong Kong residents and for visitors.
Commercially, Elements was equally successful with 100% of its
shops leased at the time of the opening.
The investment properties portfolio acquired as part of the
Rail Merger comprises five shopping centres in the New
Territories totalling 36,487 square metres lettable, 20 residential
units at Royal Ascot and an office at Hung Hom of 1,686 square
metres lettable.
Property management income rose by 12.8% to HK$168 million.
During the year, 3,121 residential units were added to our
property management portfolio at Coastal Skyline, Caribbean
Coast and Harbour Green, which together with the 9,854 units
under management acquired in the Rail Merger, brings the total
number of residential units managed by the Company in Hong
Kong to 71,851 units at the end of 2007.

Prior to the Rail Merger, total commercial properties managed


by the Company increased by 81,457 square metres mainly due
to the inclusion of Elements Phase 1. With the Rail Merger, an
additional 93,026 square metres of commercial area was added
to our property management portfolio to give a total of 756,556
square metres at year end.
Our managed property portfolio in the Mainland also increased
in 2007, with a total new intake of 480,000 square metres.
Altogether, total contracts in hand under management in the
Mainland of China amounted to 820,254 square metres.
The Ngong Ping 360 cable car and associated theme village
on Lantau Island, opened in September 2006. In June 2007,
during the annual testing outside of operation hours, one of
the gondolas dislodged from the cable. There were no injuries
but operations were immediately suspended, followed by
detailed investigations and a period of intensive testing of
safety and operational procedures. In September, the Company
took over the management and operation of the cable car
system from the previous contractor through the acquisition
of its Hong Kong subsidiary, with a senior management team
of our experienced engineers and international cable car
professionals. After extensive testing, the system was confirmed
to be safe and reliable and the cable car service resumed on
31 December 2007. Patronage quickly returned to previous
levels and we are optimistic about the future of this project.
The revenue contributed for the year from Ngong Ping 360 was
HK$85 million.
The Companys share of Octopus net profit for 2007 was
HK$97 million, a 42.6% increase over 2006. The increase was
partly a result of an increase in average daily Octopus usage of
11.7% to HK$81.9 million per day in 2007, brought about by a
rise in the number of service providers and improvements in the
general economy. Cards in circulation rose to 16.5 million and
average daily transaction volume rose to 10.2 million. By the end
of 2007, the total number of service providers had risen to 490
from 431.

Hong Kong Network Expansion


With the completion of the Rail Merger, our key focus will be
directed to the construction of new rail lines over the next
decade, which will significantly contribute to Hong Kongs
future growth.

In his Policy Address in October 2007, the Chief Executive of Hong


Kong SAR identified a number of new rail lines as priority infrastructure
projects. These include the South Island Line (East), the Shatin-toCentral Link and the Hong Kong Section of the Express Rail Link

In his Policy Address in October 2007, the Chief Executive of


Hong Kong SAR identified a number of new rail lines as priority
infrastructure projects. These include the South Island Line
(East), the Shatin-to-Central Link and the Hong Kong Section of
the Express Rail Link.

The Government announced on 11 March 2008 its decision for


the Company to proceed with the further planning and design
of Shatin-to-Central Link and the Kwun Tong Line extension
to Whampoa. The 17-km Shatin-to-Central Link, which will be
based on the scheme proposed by the Company under the Rail
Merger, will run from Tai Wai to Hong Kong Island connecting a
number of rail lines to provide more convenient rail services to
passengers. The section from Tai Wai to Hung Hom connecting
Ma On Shan Line to West Rail Line is expected to be completed
in 2015. The other section, which will extend the existing East
Rail Line from Hung Hom across the harbour to Hong Kong
Island, is expected to be completed in 2019. The Company
will continue discussions with Government on the operation
of Shatin-to-Central Link by way of a Service Concession. The
3-km Kwun Tong Line extension will run from the existing Yau
Ma Tei Station via Ho Man Tin to Whampoa and is expected
to be completed by 2015. The Company will discuss the
implementation details of this project with Government based
on the ownership approach and has proposed to use property
development rights relating to a site at the former Valley Road
Estate site to bridge the funding gap.

A revised proposal for the South Island Line (East) with updated
financial data and enhanced interchange arrangements at
Admiralty Station was submitted to Government in June 2007.
Government has since requested the Company to proceed with
preliminary planning and design. In addition, feasibility studies
were completed in 2007 for the Express Rail Link. The Express
Rail Link will provide cross-boundary high speed train service
connecting Hong Kong to the new high speed rail network in
the Mainland of China.

The funding model for these new rail projects will take different
forms, each appropriately designed for the project. As always,
the Company will seek to create a commercial return on its
investments above its cost of capital and at rates commensurate
with the risk of the projects. For the West Island Line, the
Government has indicated that it would consider a capital grant
model whereby Government grants to the Company a sum
of money, currently estimated at HK$6 billion, to establish the
financial viability of the project. The South Island Line (East)

As the first of these new extension projects, the West Island Line
(WIL) was gazetted under the Railways Ordinance in October
2007 followed by approval of design funding by Government
in December 2007. WIL is a community railway that aims to
rejuvenate the Western District of Hong Kong by enhancing
connectivity for the community through rail service, station
exits, lifts and escalators.
Works on the Kowloon Southern Link (KSL) connecting the
existing East Rail Lines East Tsim Sha Tsui Station with West Rail
Lines Nam Cheong Station, continued throughout the year.
Completion is scheduled for late 2009. The Company took over
the project management responsibility of KSL under the Rail
Merger agreement. However, it will continue to be funded and
owned by KCRC, and will form part of the Service Concession
when it opens for service.

MTR Corporation Annual Report 2007

16 | 17

CEOs Review of Operations and Outlook

Our overseas expansion took a step forward with the award of


the London Overground concession to London Overground Rail
Operations Ltd (LOROL), our 50:50 joint venture with UKs Laing Rail

will likely follow the Companys traditional Rail and Property


approach, whereby property development rights will be granted
to us. A third model that could be used for future rail lines
would be the Service Concession model used in the Rail Merger,
whereby Government (or KCRC, which is wholly owned by the
Government) pays for the initial capital costs of the rail line and
the Company operates the line by paying an annual concession
payment as well as being responsible for maintenance and
upgrades; KSL has adopted this approach.
For the new station at LOHAS Park (in Tseung Kwan O South),
civil and structural works were substantially completed in
October 2007, and track installation was substantially completed
in December 2007. Design of the railway electrical and
mechanical systems has been completed, manufacturing of
major plant and equipment is in progress, and installation works
are on schedule for completion of the station in 2009.
Construction work for the pedestrian subway at Cheung
Lai Street connecting Lai Chi Kok Station with the new
developments to the south of Lai Chi Kok Road began in
August 2007.

Overseas Expansion
Our overseas expansion took a step forward with the award of
the London Overground concession to London Overground Rail
Operations Ltd (LOROL), our 50:50 joint venture with UKs Laing
Rail (now being acquired by Deutsche Bahn group). Works on
the Beijing Metro Line 4 (BJL4) project made steady progress
and the process to gain approval of the Shenzhen Metro Line 4
(SZL4) project continued.
In Beijing, tendering for the Electrical & Mechanical (E&M) Works
Contracts of BJL4 was substantially completed. Design works
and manufacturing for E&M equipment advanced smoothly.
Testing and commissioning works of the first two trains
commenced in December 2007.

In Shenzhen, we continued to support the Shenzhen Municipal


Government in obtaining approval on the SZL4 project
from the National Development and Reform Commission.
Preparatory work and expanded trial section work continue
with undertakings from the Shenzhen Municipal Government
to reimburse certain of the costs incurred if the project is
not approved. Under the current policy relating to property
development in China, the public sector funding support to this
project is likely to take other forms than the grant of property
development rights. The Company will ensure that the project,
if approved, will provide satisfactory returns to its shareholders.
We continue to pursue other projects in the Mainland of China,
such as the BJL4 Extension to Daxing District, as well as the
development of new lines in Hangzhou, Suzhou, Tianjin
and Wuhan.
In Europe, our joint venture with Laing Rail, LOROL, was awarded
the London Overground concession on 19 June 2007. On
11 November, LOROL successfully took over the concession,
which allows it to operate services on five existing lines in
Greater London for seven years.

Financial Review
The Group achieved strong financial results in 2007. Total
fare revenues increased by 9.1% from HK$6,523 million to
HK$7,115 million with fare revenue from Domestic Service
(including KCR Lines after the Rail Merger) increasing by 5.1% in
2007 to HK$6,213 million. Fare revenues from Airport Express
increased by 7.0% to HK$655 million whilst Cross-boundary,
Light Rail, Bus and Intercity services contributed total revenue
of HK$247 million for the period after the Rail Merger. Nonfare revenues increased by 18.5% in 2007 to HK$3,575 million
comprising HK$1,741 million of station commercial and rail
related business incomes and HK$1,834 million of property
rental, management and other incomes. Total revenues for
2007 therefore increased by 12.0% to HK$10,690 million. Total

operating costs, excluding merger related expenses, increased


by 10.1% in 2007 to HK$4,778 million after accounting for
the incremental operating costs following the Rail Merger in
December. Operating profit from railway and related businesses
before depreciation and amortisation therefore increased
by 13.7% to HK$5,912 million before accounting for merger
related expenses. We estimate that the Rail Merger contributed
approximately HK$284 million to such operating profit from
2 December to the year end before merger related costs.
Operating margin also increased from 54.5% in 2006 to 55.3%.
Property development profits for 2007 increased significantly
from HK$5,817 million to HK$8,304 million mainly due to profit
recognition from Le Point at Tiu Keng Leng Station. As noted in
the 2006 Annual Report, costs relating to the Le Point property
development had been accounted for in 2006 and hence profit
recognition for Le Point in 2007 was based predominantly on
our share of the revenue from sales of units at the development,
leading to significant profit booking in 2007. Depreciation
and amortisation charges for 2007 increased by 2.4% to
HK$2,739 million while interest and finance charges declined by
5.9% to HK$1,316 million as a result of substantial cash inflows
during the early part of the year. With the Rail Merger, merger
related expenses charged to the 2007 profit and loss account
were HK$193 million. Acquisitions of assets in 2007 included
investment property subsidiaries from KCRC as part of the
Rail Merger and the Ngong Ping 360 operation management
company from the previous contractor; fair market adjustments
for such assets produced a net gain of HK$187 million.
Excluding investment property revaluation, net profit
attributable to shareholders of the Company from underlying
businesses for 2007 increased by 43.8% to HK$8,571 million,
or HK$1.54 per share as compared with HK$1.08 in 2006.
After accounting for the revaluation of investment properties,
reported earnings attributable to shareholders of the Company
were HK$15,180 million with earnings per share of HK$2.72.
The Companys balance sheet showed an 18.6% increase
in net assets from HK$76,786 million as at 31 December
2006 to HK$91,037 million as at 31 December 2007. Total
assets increased from HK$120,421 million in 2006 to
HK$155,668 million as at 31 December 2007 mainly attributable
to the addition of the Service Concession assets and property
package acquired in the Rail Merger as well as the appreciation
in market values of investment properties. Total liabilities
increased from HK$43,635 million in 2006 to HK$64,631 million
at 2007 year end mainly due to the additional borrowings,
obligations under the Service Concession and other liabilities

arising from the Rail Merger. Including the obligations under


the Service Concession of HK$10,685 million as a component of
debt, the Groups net debt-to-equity ratio increased from 36.3%
at 2006 year end to 48.5% at 2007 year end.
Cash flow of the Company remained strong during the year
with net cash inflow of HK$5,965 million generated from railway
and related activities and HK$5,824 million of cash receipts from
our property development business. After payments for capital
projects, interest expense, working capital and dividends, a net
cash inflow of HK$6,122 million was generated before payments
for the Rail Merger. Upfront payments of HK$12,040 million were
incurred while reimbursement of HK$786 million was received
in respect of the assumption of certain KCRC assets and liabilities
for the Rail Merger, resulting in a cash deficit of HK$5,132 million
for the year, which was financed by an increase in debt of
HK$5,401 million.
In view of the strong financial performance in 2007, the Board
has recommended a final dividend of HK$0.31 per share which,
when added to the interim dividend of HK$0.14, will give a
total dividend of HK$0.45 per share for the year, representing
an increase of HK$0.03 or 7.1% as compared to last year. As in
previous years, the Financial Secretary Incorporated has agreed
to receive its entitlement to dividends in the form of shares to
the extent necessary to ensure that a maximum of 50% of the
Companys total dividend will be paid in cash.

Human Resources
The commitment, loyalty and professionalism of our staff have
long been the foundation of our success. In the preparations
for the Rail Merger, we consistently followed the principle of
One Company, One Team, and consulted our colleagues on all
matters that affected their future. The Rail Merger was not simply
a financial transaction involving physical assets and operational
integration; it was a process that involved people. To help our
colleagues to learn about the merger process, and to provide
an opportunity for them to interact with each other, 99 Cultural
Integration workshops were held. Every one of our colleagues
attended at least one of these workshops. Their views were
sought and they were kept abreast of developments through
many different channels, including publications, newsletters
and communication sessions. These programmes were
designed to make the merger process more transparent and to
reduce uncertainties.
Our numerous training and development programmes to
enhance skills and maintain motivation continued throughout
the year, with courses covering issues such as empathetic
listening, empowerment and railway safety. In order to meet

MTR Corporation Annual Report 2007

18 | 19

CEOs Review of Operations and Outlook

the future requirements of the Company, several major


initiatives were undertaken to develop management and
leadership talents, including an Executive Associate Scheme
and a graduate trainee programme with graduates from both
Hong Kong SAR and the Mainland of China. We also continued
to devote resources to developing and resourcing staff for our
expanding overseas business and to create our culture at our
operations offshore.

Outlook
Uncertainties in the global economy continued in the latter part
of 2007 and into 2008, with the risk of a slowdown in the U.S..
However, with continued growth in the Mainland of China and
barring any further major external shocks, we hold a positive
view on the economic prospects of Hong Kong in 2008.
The Rail Merger will have a positive full-year impact on our
businesses in 2008. We remain confident of achieving the
HK$450 million per year in merger synergies over three years. In
2008, we are of the view that approximately HK$130 million of
such synergies could be achieved through energy optimisation,
combined procurements and revenue enhancements through
the enlarged network.
However rail operating margin is expected to be lower in 2008
as a result of the fare reduction and also the lower margin of
the KCR System. Station commercial and rail related businesses
will benefit from economic growth in Hong Kong as well as
the full year impact of the Duty Free shop tenancies in Hung
Hom, Lo Wu and Lok Ma Chau. However, we will continue to
see pressure on our telecommunications business with further
cannibalisation of 2G service by 3G.
In our property and other businesses, our property investment
and management business will benefit from the full year effect
of Elements Phase 1 as well as the expected opening of Elements
Phase 2 of around 7,609 square metres gross towards the end
of 2008. We should also benefit from the full year effect of the
re-opening of Ngong Ping 360 and the acquired investment
property portfolio under the Rail Merger.
In our property development business, depending on the
progress of constructions and pre-sale, we expect to recognise
most of our remaining property deferred income balance
(before deduction of related cost) of HK$400 million in the
next 18 months, which mainly relates to properties along the

Airport Railway, such as Elements in Kowloon Station, Coastal


Skyline and Caribbean Coast in Tung Chung Station. In Tseung
Kwan O, pre-sales have been successfully completed for The
Capitol, LOHAS Park Package 1, and depending on the issuance
of the Occupation Permit, we may be able to recognise surplus
proceeds from this development in the second half of 2008.
Pre-sales should also commence this year for Ho Tung Lau, one
of the eight property development projects acquired in the Rail
Merger. Once again depending on the progress of pre-sales
and with the Occupation Permit expected to be received before
the year end, there is a possibility of profit recognition from
this development in 2008. From an accounting perspective,
our acquisition costs for the property developments (such as
Ho Tung Lau) acquired under the Rail Merger will have to be
accounted for before profits can be recognised. Another of
the eight projects acquired in the Rail Merger, Wu Kai Sha, will
likely start pre-sales in 2008 but as the Occupation Permit is
not expected until after 2008, it is unlikely that profits will be
recognised on the project in 2008. The magnitude of property
development profits in 2007 were mainly the result of the profit
accounting of Le Point in Tiu Keng Leng, whereby the costs for
that project were already accounted for in 2006. Hence, we do
not expect the magnitude of development profits in 2007 to
be repeated in 2008. In our property tender activities, we are
likely to tender the Che Kung Temple site in 2008, for which
the Expression of Interest was launched in early March 2008.
Meanwhile, as the development agent for West Rail property
developments, we will recommend the sites at Tsuen Wan West
(TW5 and TW7) for tender invitation within the next 12 months,
subject to market conditions. These three railway related
property development sites are planned to provide a total of
about 6,200 flats.
Finally, I would like to take this opportunity to thank my fellow
directors and all my colleagues for their tremendous energy and
dedication in a truly memorable year for the Company.

C K Chow, Chief Executive Officer


Hong Kong, 11 March 2008

Key Figures

2007#

2006

% Increase/
(Decrease)

7,115
3,575

6,523
3,018

9.1
18.5

5,912
8,304
14,216
15,180

5,201
5,817
11,018
7,759

13.7
42.8
29.0
95.6

8,571
155,668
34,050
10,685
91,014

5,962
120,421
28,152

76,767

43.8
29.3
21.0
N/A
18.6

55.3
48.5
18.1

54.5
36.3
10.6

0.8% pt.
12.2% pts.
7.5% pts.

10.2
9.0

8.1
6.7

2.1% pts.
2.3 times

9.3

6.7

2.6 times

2.72

1.41

92.9

1.54
0.45
28.70
161,037

1.08
0.42
19.56
108,531

42.6
7.1
46.7
48.4

915.8
8,243
10,175
11,100

866.8

9,576

5.7
N/A
6.3
N/A

2,595
3,544
274.8
27.9
380.0

2,513^

26.2

3.3
N/A
N/A
6.5
N/A

6.78
24.45
64.34
2.68
41.6

6.82

63.85

25.7

Financial Highlights in HK$ million


Revenue
Fare
Non-fare
Operating profit from railway and related businesses before
depreciation and amortisation
Profit on property developments
Operating profit before depreciation and amortisation
Profit attributable to equity shareholders
Profit attributable to equity shareholders
(excluding change in fair value of investment properties and related deferred tax)
Total assets
Loans, obligations under finance leases and bank overdrafts
Obligations under service concession
Total equity attributable to equity shareholders

Financial Ratios in %
Operating margin
Net debt-to-equity ratio
Return on average equity attributable to equity shareholders
Return on average equity attributable to equity shareholders
(excluding change in fair value of investment properties and related deferred tax)
Interest cover in times
Interest cover
(excluding impact of change in fair value of derivative instruments) in times

Share Information
Basic earnings per share in HK$
Basic earnings per share
(excluding change in fair value of investment properties and related deferred tax) in HK$
Dividend per share in HK$
Share price at 31 December in HK$
Market capitalisation at 31 December in HK$ million

Operations Highlights
Total passenger boardings
Domestic Service in millions
Cross-boundary Service in thousands
Airport Express in thousands
Light Rail in thousands
Average number of passengers in thousands
Domestic Service weekday
pre-merger
post-merger
Cross-boundary Service daily
Airport Express daily
Light Rail weekday
Fare revenue per passenger in HK$
Domestic Service
Cross-boundary Service
Airport Express
Light Rail
Proportion of franchised public transport boardings (December)* in %

(0.6)
N/A
0.8
N/A
15.9% pts.

Proportions of franchised public transport boardings for the full year of 2007 and 2006 are 26.7% and 25.0% respectively.

Before the Rail Merger on 2 December 2007, the Companys rail operations comprised MTR Lines and Airport Express. After the Rail Merger, our Domestic Service
comprised MTR Lines and KCR Lines (East Rail Line excluding Cross-boundary, West Rail Line and Ma On Shan Line). Also after the Rail Merger we gained new passenger
services for Cross-boundary Service, Light Rail, Bus and Intercity.

The figure covered the period from 1 January 2006 to 1 December 2006 for like-with-like comparison.

MTR Corporation Annual Report 2007

20 | 21

Key Events in 2007


January

April

To celebrate the HKSARs 10th


anniversary, the Company issued a limited
edition souvenir ticket set to mark the
many infrastructure and tourism projects
that were completed since 1997.

July

MTR Student Ambassadors


Programme

MTR HONG KONG Race


Walking 2007

The MTR Student Ambassadors


Programme was launched on
11 January, whereby primary school
students volunteered at MTR stations
to advise passengers not to eat and
drink in the MTR paid area, not to
rush into trains when the doors were
closing and to hold the handrail
when using escalators.

Over a thousand race walkers took


part in MTR HONG KONG Race
Walking 2007 on 15 April. Top
Asian race walkers also flew in from
China, Malaysia, the Philippines,
Singapore and Thailand to compete
in the Elite competitions. The event
raised over HK$1 million for the
Hospital Authority Health InfoWorlds
heath education campaign.

Ginza Mall in Beijing, the first shopping


centre in the Mainland of China managed
and operated by our wholly owned
MTR (Beijing) Commercial Facilities
Management Co. Ltd. officially opened on
27 January.

February
Lansmart Limited, a subsidiary of Sun
Hung Kai Properties Limited, won the
tender for Tseung Kwan O Area 56
property development on 15 February.
Three Pacific Place Link connecting MTR
Admiralty Station with Starstreet Precinct
and Three Pacific Place complex was
opened for service on 26 February.

May
The Company won two awards (Gold
Asset Management Excellence Award and
Steve Maxwell Leadership Award) for its
excellence in railway asset management at
the 2007 International Asset Management
Conference held in Melbourne, Australia
between 23 and 25 May.

Escalator Safety Campaign


The Annual Escalator Safety
Campaign was launched in July with
the key message of Stand clear,
keep your toes away from the step
edge. Escalator Safety Ambassadors
were deployed to remind passengers
about the safe use of escalators.

June
LegCo passed the Rail Merger Bill on
8 June and set up a subcommittee to
study the draft subsidiary legislation.

A new platform at Airport Express Airport


Station was opened for service on 28
February to serve passengers using Terminal
2 at Hong Kong International Airport.

March
The Company won The Three Best
Corporate Governance Practices in China
and The Five Best Investor Relations
Websites in Asia Pacific awards in the
Investor Relations (IR) Global Rankings
and Awards 2007 Edition.

Two new multi-purpose Self-Service


Point machines were put on trial use
in Hong Kong Station on 22 July,
providing customers with a more
convenient and straightforward way of
resolving ticket issues.

London Overground
London Overground Rail Operations
Ltd (LOROL), the 50:50 partnership
between the Company and Laing Rail
Ltd, won the concession to operate
the new London Overground service
in Greater London for seven years
from 11 November 2007.

August
To celebrate the forthcoming Beijing 2008
Olympic Games, the Company joined
hands with OMEGA and the Olympic
Equestrian Company to launch a limited
edition Olympic 1 Year Countdown
MTR Souvenir Ticket Set and the OMEGA
Olympic Countdown Vehicle.
The Government announced on 8 August
the appointment of Dr Raymond Chien
Kuo-fung as Non-Executive Chairman and
the selection of Mr C K Chow as the Chief
Executive Officer of the Company after
the Rail Merger with Kowloon-Canton
Railway Corporation (KCRC).

The Company entered into formal


agreements with Government and KCRC
for the merger of the Company and KCRC
operations and the acquisition of certain
property interests on 9 August.

November

September
The Company announced on
18 September that a subsidiary company
would manage and operate the Ngong
Ping cable car system after an agreement
with Skyrail-ITM to transfer management
and operation of Ngong Ping 360 to
the Company.
Tseung Kwan O Area 86 was formally
named LOHAS Park by the Company.

October

MTR West Island Line


The Executive Council requested the
Company to proceed with further
planning and detailed design of
the West Island Line on 23 October.
The decision marked an important
milestone for the project, which will
extend the existing MTR Island Line
from Sheung Wan to Kennedy Town.
Our Safety Month was launched on 26
October with focus on escalator and train
door safety.

LOROL Launch
LOROL took over the operation
of London Overground on
11 November.
Wealth Pine Investment Limited,
a subsidiary of Cheung Kong (Holdings)
Limited, won the tender for LOHAS Park
Package Three property development on
28 November.

December

Grand Opening
Elements Phase 1, our newest
flagship shopping centre, opened
on 1 October together with a grand
opening ceremony held on
16 November.

Extraordinary General
Meeting
Independent shareholders of the
Company voted in favour of the
proposed Rail Merger with KCRC at
an Extraordinary General Meeting
held on 9 October.

Rail Merger
The Rail Merger with KCRC was completed on 2 December.
The Government announced on 19 December that the Company might proceed with
preliminary planning and design for the South Island Line (East). The 7-km South Island
Line (East) will run from South Horizons on Ap Lei Chau to Admiralty Station.
The Companys Sustainability Report 2006 received the Runner Up Prize in the Hong
Kong Association of Chartered Certified Accountants (ACCA) Awards for Sustainability
Reporting 2007.

MTR Corporation Annual Report 2007

22 | 23

Executive Managements Report


Railway Operations

Integrating

ONE Seamless
Operation
The newly merged operation will deliver more
comprehensive and aligned services, enhanced efficiency
and reduced fares

MTR Corporation Annual Report 2007

24 | 25

Executive Managements Report


Railway Operations

Patronage increased on the Domestic Service lines and Airport Express

Total fare revenue for the Company in 2007 increased by 9.1%


to HK$7,115 million as a result of increase in patronage from the
economic growth in Hong Kong as well as the Rail Merger effect
from 2 December to the end of 2007.

The Rail Merger


The Rail Merger was a very significant event for our railway
operations. On the Appointed Day of 2 December, not only did
we have to integrate two railway networks but we also had to
provide a fare reduction with effect from that day. The many
changeovers on the Appointed Day went smoothly due to the
considerable amount of preparation prior to the Rail Merger
with various integration committees and working groups at all
levels of the two rail companies working together as one team.
Examples of some of these integration tasks include an
integrated ticketing system which was developed to facilitate
passengers using Octopus cards to enjoy fare reductions

throughout the integrated network from the Appointed Day.


The integration also involved changes to 1,325 entrance and
exit gates, 1,016 ticket issuing machines and 405 add value
machines to take into account the new fare table with reduced
fares. This was all completed in less than five non-traffic hours
preceding 2 December. Over 150,000 logos and signs and a
significant number of public address and passenger information
display messages were also updated to ensure unified messages
to passengers. The changeover of the ticketing system was
successful with high level of ticket gate reliability maintained.
Common radio systems, joint operations procedures and
contingency plans were in place for interchange stations at
Nam Cheong, Mei Foo, Kowloon Tong and Tsim Sha Tsui/East
Tsim Sha Tsui for day-to-day operations. A Communication
Coordination Centre was established to monitor vital systems
in different operations control centres and to ensure that train
services information is disseminated to external parties in a

consistent and well-coordinated manner. Over 17,000 man


hours of training and 17 drills and exercises were conducted at
stations to enable a smooth transition in operations.

Patronage
For the year as a whole, total patronage on the Integrated MTR
System increased by 8.2% to 948.3 million, after including the
Rail Merger effect from 2 December to the end of 2007.
Our Domestic Service, which includes the MTR Lines (comprising
the Kwun Tong, Tsuen Wan, Island, Tung Chung, Tseung Kwan
O and Disneyland Resort lines) and after the Rail Merger, the
KCR Lines (comprising the East Rail excluding Cross-boundary
Service, West Rail and Ma On Shan lines), recorded total
patronage of 915.8 million for 2007.
For the period before the Rail Merger, from the beginning of
2007 to 1 December, total patronage increased by 2.9% to 814.6
million compared to the equivalent period last year. For the
remaining period after the Rail Merger from 2 December, total
patronage on Domestic Service was 101.2 million, after adjusting
for interchange passengers. With the Rail Merger, passengers
who interchange between MTR and KCR lines are only counted
as one passenger whereas before the Rail Merger, both the
Company and KCRC would have counted that one passenger.
Hence market share and total passenger numbers for the
Company after the Rail Merger may seem lower than a simple
addition of previous MTR Corporation and KCRC individual
statistics would suggest.

41.6% Share
of Franchised Public Transport Market in
December 2007

3.5 Million Average


Weekday Patronage
for Domestic Services in December 2007

HK$7.50 Average Fare


Per Passenger for all Services in 2007

HK$3.39 Operating
Costs
Per Passenger for all Services in 2007

99.9% Passenger
Journeys On Time
for MTR System (Pre-Merger)

Passengers using the Airport Express rose 6.3% to 10.2 million


in 2007, as the number of air travellers using Hong Kong
International Airport continued to rise, and the number of
exhibitions and other events at AsiaWorld-Expo increased.
For the Cross-boundary Service at Lo Wu and Lok Ma Chau,
patronage for the full year recorded an increase of 4.7% to
92.1 million as compared to 2006, of which 8.2 million was
attributable to the Company for the period after the Rail Merger
on 2 December.
Passenger volume on the other newly added post-Merger
services of Light Rail, Bus and Intercity totalled 14.1 million for
the period from 2 December to end of the 2007.
Average weekday patronage on the Domestic Service before the
Rail Merger on 2 December 2007 increased by 3.3% to 2.6 million
compared to the comparable period last year, and after the Rail
Merger, average weekday patronage rose to 3.5 million. For the
year as a whole, average weekday patronage on our Domestic
Service was 2.7 million, an increase of 5.5% from 2006.

MTR Corporation Annual Report 2007

26 | 27

Executive Managements Report Railway Operations

Passengers and Fares


MTR again achieved record patronage and average fares also rose,
yielding a 9.1% increase in fare revenue.

Total fare revenue from Domestic


Service rose to HK$6,213 million,
5.1% higher than HK$5,911 million
reported in 2006

10

948 1,000

900

7.1

800

700

600

5
4

7.06

7.05

7.25

7.44

7.50

500
400

300

200

100

Number of passengers
million (right scale)
Fare revenue
HK$ billion (left scale)
Average fare HK$

2003

2004

2005

2006

2007

Overall, after the Rail Merger, average weekday patronage from


all rail and bus passenger services on the Integrated MTR System
was 4.3 million.
Our overall share of the franchised public transport market
increased from 25.0% in 2006 to 25.3% in the period before
the Rail Merger. After the Rail Merger including all rail and bus
passenger services, our market share increased further to 41.6%.
Within this total, our estimated share of passengers travelling
to and from the airport (excluding those travelling to and from
the AsiaWorld-Expo Station) remained at 23% in 2007, while
our share of cross-harbour traffic rose from 60.9% to 61.8%. The
Cross-boundary Service market share decreased to 57.0% in
2007 from 58.3% in 2006.

Fare Revenue

The Rail Merger required careful and detailed planning at interchange


stations such as Nam Cheong

Total fare revenue in 2007 from the Domestic Service was


HK$6,213 million, an increase of 5.1% as compared to HK$5,911
million reported in 2006. Fare revenue from the Airport Express
in 2007 increased by 7.0% to HK$655 million. Fare revenue
contributions from Cross-boundary Service was HK$201 million
and HK$46 million from Light Rail, Bus and Intercity services for
the period from 2 December to the end of 2007. Overall, this
gives a total fare revenue for the year from all passenger services
of HK$7,115 million, an increase of 9.1% from 2006.
Average fares per passenger on Domestic Service for the
year was HK$6.78, which represents a decrease of 0.6% over
2006. In the period prior to the Rail Merger, average fare per
passenger on the MTR Lines was HK$6.83, which was similar to

Fare Trend

Railway Operating Costs Per Car-km Operated

In recent years, MTR fares have consistently lagged wage growth but were in
line with the long-term changes in consumer prices in Hong Kong.

With the enlarged post-Merger network, operating cost per car kilometre
decreased by 2.3% to HK$ 21.6.

Index

HK$

1,000

22.5

22.3

22.8

22.1

21.6

2003

2004

2005

2006

2007

800

600

400

HK payroll index
(avg. 8.7% growth p.a)
Consumer price index (A)
(avg. 4.9% growth p.a)

200

MTR system average fare


(avg. 4.9% growth p.a)

1980

1985

1990

1995

2000

2007

the comparable period in 2006. However, after the Rail Merger,


average fare per passenger on Domestic Service decreased to
HK$6.39 as a result of the fare reduction given as part of the Rail
Merger and the lower average fares on KCR Lines as compared
to MTR Lines.
Average fare per passenger on Airport Express was HK$64.34 in
2007, an increase of 0.8% over 2006. Average fare per passenger
on Cross-boundary Service was HK$24.51 in 2007, similar to that
of 2006. No fare reduction was given for Airport Express and
Cross-boundary services in the Rail Merger.

Service Promotions
One of the key contributors of our incremental patronage growth
has been the effectiveness of the Companys service promotions,
which also heightens the awareness of our brand and
demonstrates our commitment to service excellence at all levels.
In 2007, we launched a number of highly effective station events
and segment promotions including MTR Hello Kitty Dream
Wedding on 14 February in the Central subway of Hong Kong
Station, MTR Hello Kitty Heroes Redemption Programme and the
Ride 5 Get Free Breakfast Promotion.
To improve the engagement and enthusiasm of MTR Club
members, we launched the MTR Club Column in Metro Daily,
inviting Club members to submit articles on special topics
regarding the MTR and its services, as well as the MTR Club
Customer Panel, to provide discussion groups and input on the
Rail Merger.
Passenger volume for the Cross-boundary Service at Lo Wu and Lok Ma Chau
continues to grow

MTR Corporation Annual Report 2007

28 | 29

Executive Managements Report Railway Operations

Market Shares of Major Transport Operators


in Hong Kong

Market Shares of Major Transport Operators


in Hong Kong (December 2007 only)

MTRs overall market share for 2007 increased to 26.7%, mainly as a result of the
Rail Merger effect from 2 December to the end of 2007.

MTRs market share in December 2007 reached 41.6% as a result of the Rail Merger.

Percentage

Percentage

3.5

3.7

14.4
3.6
14.2

12.7

25.0

MTR
KCRC

15.6

28.3

28.1

0.4
2007
2006

12.8
28.8

14.4

26.7

MTR

KMB

14.4

Other buses (ex KCR bus


is reclassified to MTR after
merger)

11.8
41.6

KCRC
KMB
Other buses

Green minibus

Green minibus

Trams and ferries

Tram & ferries

members that accumulated four journeys on Airport Express.


For AsiaWorld-Expo, we joined with trade show organisers to
arrange same-day return trips on Airport Express as well as
discounted prices for visitors.
In 2007, the flourishing economy of the Pearl River Delta resulted
in a higher demand for cross-boundary traffic, which continued
to benefit the Cross-boundary and through train businesses that
we took over from KCRC on the Appointed Day. For long-haul
Intercity services to Beijing and Shanghai, a fare promotion for
both single trip and round trip passengers during non-peak
periods continued. To promote the new Lok Ma Chau Station
of Cross-boundary Service, free ride promotions over the New
Year and Lunar New Year holidays and weekly ticket promotions
were provided to customers who used this new station.
The Integrated MTR System is the backbone of Hong Kongs public transport

In a strategic partnership with the Hong Kong Tourism Board,


a tailor-made shopping guide entitled MTR Easy Ride to Hong
Kong Shopping Festival was developed and distributed to
tourists who purchased a MTR 1-day Pass or Tourist Octopus
during the promotion period in July and August 2007. This
programme increased sales of these two products by 48%
compared to the same period last year.
For Airport Express, discounts on tickets were offered to MTR
shareholders from April onwards, accompanied by dining
offers at SkyPlaza restaurants. The popular Ride to Rewards
programme was enhanced with new rewards for registered

For East Rail Line, West Rail Line and Ma On Shan Line, most
of the promotion activities which were in place before the
Appointed Day continued, such as the Monthly Pass for the East
Rail Line and West Rail Line and Day Pass for the West Rail Line.

Service Connectivity
Improved connectivity with other forms of transport remains
an important driver of MTR patronage growth. Prior to the Rail
Merger, two more feeder bus routes offering inter-modal fare
discounts were added, bringing the number to 34. After the Rail
Merger, the total number of feeder bus routes offering intermodal fare discounts for the integrated network amounted to 61.

Market Shares of Major Transport Operators


Crossing the Harbour

Market Shares of Major Transport Operators to/from


the Airport

The Companys market share of cross-harbour traffic rose to 61.8%.

The proportion of people travelling to and from the Hong Kong International
Airport on MTR remained stable.

Percentage

Percentage

5.4

1 7

6.1

32.8

17
2007
2006

33.0

1
15

23

7
23

11
60.9

12

61.8

2007
2006
Airport Express

43

Buses
Private cars

MTR

40

Coaches

Buses

Others

Ferries

Taxis

We also gained 1,400 car park spaces from the Rail Merger (in
Hung Hom and Kam Sheung Road stations), which increased our
number of car park spaces at stations to 2,900 at the year end.

2 December 2007 to include the East Rail Line, West Rail Line,
Ma On Shan Line and Light Rail. The performance levels in the
post-Merger period from 2 December to end of 2007 will be
incorporated into the next period for reporting purposes.

Market Recognition
Once more, our efforts in marketing, branding and increasing
passenger awareness received widespread recognition in 2007.
We won the Sing Tao Excellent Services Brand 2006 Category
Award of Public Transportation and our 2006 Train Door
Safety TV Commercial received The Top Ten Most Popular
TV Commercials Award in the 13th Annual Most Popular TV
Commercial Awards hosted by ATV. Our print campaign on
escalator safety was voted one of Hong Kongs Top Ten Most
Creative Advertisements in the Metro Creative Awards 2007
organised by Metropolis Daily.

Service Performance
Continuity of, and improvement in, performance is essential
in an era of transformation. In 2007, we continued to enhance
our customer services to provide the highest levels of customer
satisfaction, passenger comfort, reliability and safety.
For the period before the Rail Merger, i.e. from 1 January 2007 to
1 December 2007, we exceeded all the minimum performance
levels required by the Government and our own more stringent
Customer Service Pledge targets for the MTR System. Passenger
journeys on time were 99.9% (Airport Express 99.9%), supported
by 99.9% reliability for train service delivery and 99.8% train
punctuality (Airport Express 99.9%). With the Rail Merger, a
new Operating Agreement was established with effect from

These results underpinned our We serve from the heart


campaign, which was launched during the year to further
enhance passenger service. This year-long campaign was
supplemented by other monthly campaigns promoting train
door and escalator safety, as well as general safety, and by a
series of one-minute TV real-life stories on TVB Jade from April
to May.
Training our staff and platform assistants to understand the
needs and feelings of our passengers continued to be an
ongoing priority in 2007, particularly with the Rail Merger in
mind. In terms of safety, we set out to identify and minimise
the Rail Merger transitional risks while adopting a common
safety management framework to achieve a single Safety
Management System. Railway Safety Rules for Operations
personnel were rationalised and published to cope with the
increasing complexity of operations. We also implemented a
Human Factors programme to drive the application of human
factors techniques to improve staff performance.
Customer satisfaction levels recorded during the year by our
regular surveys remained high. In 2007, the Service Quality
Index for the MTR Lines and Airport Express stood at 72 and
81 respectively, while the Fare Index, which indicates the level
of satisfaction of customers with our fares, stood at 61 and
62 respectively. This performance also received international

MTR Corporation Annual Report 2007

30 | 31

Executive Managements Report Railway Operations

During the year, the opening of new pedestrian links at various


stations further enhanced accessibility to the MTR System. Three
Pacific Place Link was completed in February and provided a
linkage between Admiralty Station and Three Pacific Place. Two
new entrances at Kowloon Station were opened to link up with
Elements shopping centre.
Also on the West Rail Line, Tuen Mun Station will enhance
its linkage with the nearby passenger transport interchange
and new residential development at Ho Pong Street by the
construction of three new footbridges. One of the three
footbridges will be completed in 2009 and the other two are
scheduled for 2012.

We continued to enhance our customer services to provide the highest


standards of customer satisfaction

recognition. In the benchmarking performed by the 11-member


Community of Metros (CoMET) for 2006, we continued to hold
a leading position in the areas of customer service, service
reliability, business performance, and safety and security.
The sustained excellence of our service performance was again
reflected in the winning of numerous awards. In Hong Kong, we
won East Week magazines Hong Kong Service Awards in the
Public Transport category for the third consecutive year. We also
won Next Magazines Top Service Award Public Transport
Category for the ninth consecutive year. Mr Tony Tse, Station
Officer of Tsing Yi Station won the Best Staff Award in the Top
Service Awards 2007 among various industries. International
recognition for our railway asset management came in the form
of the Gold Asset Management Excellence Award, and the Steve
Maxwell Leadership Award for our Operations Director, awarded
jointly by the Asset Management Council and Maintenance
Engineering Society of Australia at the 2007 International Asset
Management Conference.

Service Improvements
To support the MTR network as the backbone of public transport
in Hong Kong, we continued to enhance train services and
network infrastructure.
The new platform serving SkyPlaza at Hong Kong International
Airport Terminal 2 was opened and put into operation on 28
February 2007.

Station improvement initiatives continued to upgrade the


ambience and design of MTR stations to the levels expected by
our ever more discerning customers. During 2007, 46 stations on
the merged network underwent renovations and enhancements
of various kinds to enrich station environment and provide
more shopping outlets. These include an air-conditioning and
ventilation system improvement at the Hung Hom Station
Intercity Passenger Services departure and arrival halls which
was completed in December 2007.
Two new Self-Service Point prototype machines were
installed for trial use in Hong Kong Station starting from July
and performance monitoring progressed well. The Self-Service
Point machine is another new service channel for passengers,
providing them with a more convenient and straightforward
way of resolving ticketing issues. The machine is fitted with a call
for assistance facility to speak directly to staff if passengers have
any questions.
To improve passenger comfort on the existing network, five new
trains are being procured for use on the Tsuen Wan, Kwun Tong,
Island and Tseung Kwan O lines.
The noise enclosure project in the Tung Chung area was
completed, which brought reduction in the level of train noise
in the area. Improvement work was also in progress in the Tsing
Yi area. A six-year programme to replace some sections of rail in
north Lantau with rail of lower hardness was completed, which
will significantly minimise the chances that surface cracks will
develop on the rail head and will also help to reduce rail noise.

Access to the Network for the Disabled


The Company has a long track record of careful investment
in facilities for the disabled, including ramps, portable ramps,
wheelchair aids, stairlifts, passenger lifts etc.

Benchmarking Comparisons

Staff Efficiency and Cost Efficiency

MTR Corporation maintained its strong position, particularly in service reliability,


against international benchmarks.

New initiatives will further be introduced to enhance operating efficiency.

MTR performance vs. best performance

MTR performance vs. best performance

Service reliability passenger journeys on time

Staff efficiency number of passengers per staff hour


100

100

77

100

Punctuality percentage of trains on time

Cost efficiency fare revenue per total cost


100

99.8
99.8

100

System utilisation passenger km per capacity km


64
39

Density number of passengers per track km


100

2006
2005

93
Best performance = 100

2006
2005
Best performance = 100

Our maintenance staff contribute to our very high standards of reliability and punctuality

MTR Corporation Annual Report 2007

32 | 33

Executive Managements Report Railway Operations

During 2007, installation of internal passenger lifts was


completed at Lai Chi Kok and Tai Wo Hau stations and works
are in progress at Admiralty Station. Self-operated stairlifts were
completed at Sham Shui Po, Cheung Sha Wan and Yau Ma Tei
stations, while those in Diamond Hill, Jordon, Admiralty and
Tsim Sha Tsui stations are scheduled to open for use in 2008.

Productivity
Improving efficiency and productivity remained a key priority for
the Company in 2007. In March, we completed the replacement
of 469 motor alternator sets on the 78 trains on the MTR Lines

with state-of-the-art static inverter units, thereby achieving


energy savings of HK$7.7 million per year, which is equivalent
to a 1.5% reduction in energy costs for the year, whilst also
reducing noise levels. The static inverter replacement work also
started for trains on the East Rail Line with planned completion
in 2010 and estimated energy cost savings of HK$5.1 million
per year. Operating costs per car kilometre for the MTR System
were successfully maintained at similar levels to 2006. For the
enlarged post-Merger network, operating cost per car kilometre
decreased by 2.3% to HK$21.6.

System and Market Information


Railway operation data

2007

2006

Total route length in km

211.6

91

Number of rail cars

1,871

1,074

24

22

Number of e-Instant Bonus machines in stations


Number of station kiosks and mini-banks in stations

1,230

552

Number of advertising media in stations

20,564

15,206

Number of advertising media in trains

27,011

9,036

19

19

Daily hours of operation


Island, Tsuen Wan, Kwun Tong, Tseung Kwan O, Tung Chung,
Disneyland Resort & West Rail lines, Airport Express and Light Rail
East Rail Line and Ma On Shan Line

19.5

Minimum train headway in seconds


Tsuen Wan Line
Kwun Tong Line
Island Line
East Rail Line
East Tsim Sha Tsui to Sheung Shui
East Tsim Sha Tsui to Lo Wu
East Tsim Sha Tsui to Lok Ma Chau
Tseung Kwan O Line
Tung Chung Line
Hong Kong Tung Chung
Hong Kong Tsing Yi
Airport Express
West Rail Line
Disneyland Resort Line
Light Rail

N/A

Morning peak
128
128
124

Evening peak
140
144
156

Morning peak
128
128
124

Evening peak
140
144
156

180
327
600
160

210
327
600
180

N/A
N/A
N/A
160

N/A
N/A
N/A
180

360
240
720
210
270
270

480
240
720
270
270
300

360
240
720
N/A
270
N/A

480
240
720
N/A
270
N/A

Note: 2007 figures cover the Integrated MTR System

International Performance Comparisons: The 11-member Community of Metros (CoMET)


Metro system network data (2006)

MTR*
Lines

Metro
A

Metro
B

Metro
C

Metro
D

Metro
E

Metro
F

Metro
G

Metro
H

Metro
I

Metro
J

Passenger journeys in million

867

466

1,014

1,417

657

2,476

1,499

1,410

452

630

564

Car kilometres in million

116

122

500

335

151

680

546

227

100

69

94

Route length in km

84

153

443

201

233

279

480

212

115

90

60

Number of stations

51

170

275

147

196

157

424

297

66

66

54

For the data year 2006, MTR Lines included in the CoMET metro benchmarking programme are Kwun Tong Line, Tsuen Wan Line, Island Line, Tung Chung Line, Tseung
Kwan O Line and Disneyland Resort Line. The Airport Express is excluded from the benchmarking.

Note: The other metros in the comparison are Berliner Verkehrsbetriebe, London Underground Limited, New York City Transit, Sistema de Transporte Colectivo, Rgie
Autonome des Transports Parisiens Metro, Rgie Autonome des Transports Parisiens Rseau Express Rgional, Metropolitano de So Paulo, Moscow Metro, Metro de Madrid
and Shanghai Metro Operation Corporation. The benchmarking agreement prohibits specifically identifying the data by metro system.

Operations Control Centre at Tsing Yi

Operations Performance in 2007

Service performance item


Train service delivery
Passenger journeys on time
MTR Lines
Airport Express
Train punctuality
MTR Lines
Airport Express
Train reliability: train car-km per train failure causing delays 5 minutes
Ticket reliability: magnetic ticket transactions per ticket failure
Add value machine reliability
Ticket issuing machine reliability
Ticket gate reliability
Escalator reliability
Passenger lift reliability
Temperature and ventilation
Trains: to maintain a cool, pleasant and comfortable train environment
generally at a temperature at or below 26C
Stations: to maintain a cool, pleasant and comfortable environment generally
at or below 27C for platforms and 29C for station concourses, except on very
hot days
Cleanliness
Train compartment: cleaned daily
Train body: washed every 2 days
Passenger enquiry response time within 7 working days
##

Actual
performance
in 2007##
99.9%

Performance
Requirement
98.5%

Customer Service
Pledge target
99.5%

98.5%
98.0%

99.5%
99.0%

99.9%
99.9%

98.0%
98.0%
N/A
N/A
98.0%
97.0%
97.0%
98.0%
98.5%

99.0%
99.0%
500,000
8,000
98.5%
98.0%
99.0%
99.0%
99.0%

99.8%
99.9%
1,762,621
14,243
99.5%
99.4%
99.8%
99.9%
99.9%

N/A

97.0%

99.9%

N/A

90.0%

99.9%

N/A
N/A
N/A

98.5%
98.0%
99.0%

100.0%
99.9%
99.9%

The actual performance figures are for the operating period from 1st January to 1st December 2007 as per the pre-merger Operating Agreement.

MTR Corporation Annual Report 2007

34 | 35

Executive Managements Report


Station Commercial and Rail Related Businesses

Building

ONE Customer
Experience for All
During the year, we continued to focus on the enrichment of the customer
journey through enlarged scale and value-added customer services

MTR Corporation Annual Report 2007

36 | 37

Executive Managements Report


Station Commercial and Rail Related Businesses

High impact advertising formats an unrivalled choice of media platform in MTR stations

Our station commercial and rail related businesses continued


to benefit from the strong economy and rising patronage in
2007. The increased scale following the Rail Merger not only
enhanced revenue growth but also brought about new business
opportunities for MTR in the form of Duty Free shops and
freight transportation.

innovations and increased spending by retailers on beauty


and slimming products. We continued to strengthen our
market leadership position by introducing new formats such
as Interactive Panel, Shopping Guide Map and 12-sheet
Scrolling Units for product display or poster advertising, as well
as additional zone packaging at stations to maximise revenue for
the Company and advertising impact for our customers.

Revenue Performance
Revenue from our station commercial and rail related businesses
increased by 12.9% in 2007 to HK$1,741 million. The revenue
increase was driven by a strong economy, rising patronage
and the Rail Merger effect from 2 December to the end of 2007.
Excluding the Rail Merger effect, such revenues would have
increased by 4.8% in 2007 to HK$1,616 million.

Advertising
Advertising revenue grew by 11.0% to HK$593 million (a
9.6% increase to HK$585 million excluding the Rail Merger
effect), supported by higher passenger volumes, advertising

The MTR Plasma TV network continued to be enhanced. We


successfully replaced 68 units of trackside plasmas and their
back-end system by the end of March 2007 for maintaining the
best viewing quality for our passengers.
On Airport Express, the replacement of seatback TV with a new
multimedia system was completed in May 2007.
With the Rail Merger, advertising coverage now extends to the
enlarged network including the cross-boundary market. The
scale of our advertising business also increased, with the number
of advertising media in stations and trains totalling 20,564 and
27,011 respectively at the year end.

At the end of May, in addition to bill payment services for CLP


Power HK Ltd, we launched rental payment services for Hong
Kong Housing Authority tenants at Customer Service Centres
in stations on the Kwun Tong Line, Island Line, Tsuen Wan Line,
Tung Chung Line and Tseung Kwan O Line.

Station Retail
Station retail revenue increased by 27.6% to HK$499 million
(a 9.7% increase to HK$429 million excluding the Rail Merger
effect), due to growth in rental rates and retail sales volumes as
well as the Rail Merger effect. To enhance customer satisfaction
and increase revenue, renovations and new layouts were
completed in the retail zones of nine stations in 2007: Hong
Kong, Kowloon, Tung Chung, Kwun Tong, Wong Tai Sin, Lai Chi
Kok, Quarry Bay, Sai Wan Ho and Po Lam. This brings to 41 the
number of stations in the MTR System that have undergone
renovation since 2001. In addition, five new cross-selling
promotion campaigns were launched to enhance the MTR
Shops brand and stimulate tenants sales.
During the year, 31 new trades/brands were added to the
station retail network in the MTR System to enhance customer
satisfaction. With the Rail Merger, the number of shops at
stations totaled 1,230 at the end of the year, including nine Duty
Free shops at Lo Wu, Lok Ma Chau, and Hung Hom stations.

Over 47,000
Advertising Media
in Stations and Trains

HK$12,464 Advertising
Revenue
Per Advertising Medium

HK$7.23 Million
Advertising Revenue
Per Station

1,230 Kiosks
in Stations

31 New Trades/Brands
Added
in Station Kiosks (MTR System)

20 Stations with
Wi-Fi Access
Station Commercial and Rail Related Revenue
Comprised

16.3% of Total Revenue


for the Year 2007

A huge banner ad in Kowloon Station

MTR Corporation Annual Report 2007

38 | 39

Executive Managements Report Station Commercial and Rail Related Businesses

Innovative displays included projection ads in Central Station

MTR shops continued to add exciting new brands

Telecommunications

for 3G mobile phone usage, which was completed by the end of


2007. The Company joined with a telecoms operator to enable
passengers to access the internet through Wi-Fi at 16 of our
Domestic Service stations and 4 Airport Express Line stations.

Revenue from telecommunications services decreased by


10.0% to HK$233 million as compared to 2006 (a 11.2%
decrease to HK$230 million excluding the Rail Merger
effect), partly due to a one-off recognition of income from
a mobile operator network upgrade in 2006 that was not
repeated in 2007. Intense price competition among operators
and cannibalisation of call minutes by 3G mobile services
continued to affect our telecommunications income. However,
our fixed network services provider, TraxComm Limited,
achieved higher revenue. By the end of 2007, TraxComm had
sold more than 220 Gbps of bandwidth services to carrier
customers, an increase of 40% from the end of 2006, and its
overall network availability had achieved close to 100%.
With effect from the Rail Merger date on 2 December, we took
over the telecoms business in the KCR System, which is similar
to that of MTR Corporation including public payphones, mobile
phone coverage in stations, tunnels and along railway tracksides,
and also optical fibre leasing. The rental revenue of rooftop
sites for mobile base stations of various mobile operators
grew by 13.6% as compared to 2006 due to the Rail Merger,
which increased the number of sites from 22 to 34. A telecoms
operator requested for capacity expansion of its 3G network
within MTR System in order to enhance data and voice capacity

With the Rail Merger, our existing fibre network was integrated
with the KCRC fibre network, expanding coverage from
156 kilometres to 324 kilometres and bringing about crossboundary business potential.

Freight Services
With the Rail Merger, we have gained the right to operate KCRCs
freight business into the Mainland of China. This small business
comprises two main business segments: (i) ancillary services
for warehouse and pier licensing, and (ii) core railway transport
business of containers, general cargoes and livestock. Revenue
from the freight business from 2 December to the end of 2007
was HK$3 million.

External Consultancy
During the year, in line with our strategy of focusing on
consultancies that could lead to new investment opportunities,
we made progress in existing consultancy projects and signed a
number of new contracts. Overall, external consultancy activities
generated a revenue of HK$193 million in 2007, a decrease of

Revenue from Station Commercial and


Rail Related Businesses
Growth in revenue from station commercial and other activities was led by
advertising income and kiosk rental.
in HK$ million

1,555
1,542
156
159
1,117
115
143
198

1,311
126
182

211

199

334

259

238
298

344

1,741
223
193
233
499

391
Others

275
386

467

510

593

534

Consultancy

With the Rail Merger,


our number of advertising
media in stations and trains
reached 20,564 and 27,011
respectively at the end of 2007

Telecommunication
services
Kiosk rental
Advertising

2003

2004

2005

2006

2007

3.0% compared to 2006, which was mainly due to programme


delays of some projects caused by the changing requirements of
our customers.
In the Mainland of China, we were engaged by Asia
Development Bank in a consultancy project to provide technical
assistance to the Ministry of Finance for a study on Public Private
Partnerships (PPP). The aim of the project is to develop PPP
models that can be applied to urban rail projects in Mainland of
China. In Chengdu, we secured a design review consultancy for
Chengdu Metro.

successfully delivered the power supply and signalling systems


for the Automated People Mover extension at the Hong Kong
International Airport, which was opened in February 2007. Phase
2 design work continued during the year and we will start the
installation works once the Phase 2 site is ready for access, which
is expected to be in May 2008.

In Thailand, the Company signed a consultancy project with


Bangkok Mass Transit System Public Company Limited (BTS) to
act as their technical advisor in BTSs re-signalling project. We
also secured new projects in the UK, India and Australia, among
other countries. To explore consultancy opportunities in the
United Arab Emirates, we opened a branch office in Dubai.
During the year, the Company made significant progress
and achieved several milestones in existing projects. Project
management consultancy work continued on Shanghai Metro
Line 9 and Phase 1 (12 stations) opened on 29 December 2007.
Our existing consultancy works for Kaohsiung Rapid Transit
Corporation in Taiwan and the works for the Roads and
Transport Authority in Dubai also proceeded well. We

Wi-Fi access is now available at 16 Domestic Service stations


and 4 Airport Express Line stations

MTR Corporation Annual Report 2007

40 | 41

Executive Managements Report


Property and Other Businesses

Offering the Community

ONE Access to
Quality Living
Leveraging on our world-renowned Rail and Property model,
we continue with our mission of providing refreshing
and original property design, planning and management

MTR Corporation Annual Report 2007

42 | 43

Executive Managements Report


Property and Other Businesses

Area 86 at Tseung Kwan O was named LOHAS (Lifestyles of Health and Sustainability) Park

Our property business performed well in 2007 against a


background of broad based growth in the Hong Kong property
market. Expanding demand and limited supply meant that the
office market enjoyed low vacancy rates and high rentals, while
the strong retail market was driven by consumer and tourist
spending. The total transaction volume and value in the first
hand private residential market increased by 37% and 106%
respectively as compared to 2006.
Profit from property development was HK$8,304 million in 2007,
while revenue from property rental, management and other
businesses grew 24.3% to HK$1,834 million. Although it has

no impact on our overall business, the strong office and retail


markets resulted in revaluation gains of HK$8,011 million for our
rental portfolio in 2007 (HK$6,609 million after deferred tax).

Property Development
Profit for the year from property development increased to
HK$8,304 million. The bulk of this profit was derived from
surplus proceeds of HK$7,077 million from developments along
the Airport Express and Tseung Kwan O Line, particularly Le
Point at Tiu Keng Leng Station and to a lesser extent Harbour
Green at Olympic Station. Deferred income recognition of

HK$1,224 million also contributed to profitability with profit


recognition mainly from fit-out works at the newly opened
Elements shopping centre in Kowloon Station, and at Coastal
Skyline and Caribbean Coast in Tung Chung.
Pre-sale commenced at Crystal Cove in Tung Chung and was
well received. Sales were re-launched at the Harbourside,
Harbour Green, La Rossa of Coastal Skyline and Le Point to good
response, whilst Occupation Permits were obtained for Phase
One of International Commerce Centre, the two towers of The
Cullinan at Kowloon Station, Phase 2 of Elements, Le Point at Tiu
Keng Leng Station, and the last phase of the development in
Coastal Skyline in Tung Chung.
In February 2007, the tender for Area 56 in Tseung Kwan O
town centre was awarded to Lansmart Limited, a subsidiary
of Sun Hung Kai Properties Limited, with plans to develop a
hotel, residential, office and retail complex. In November, a
subsidiary of Cheung Kong (Holdings) Limited, Wealth Pine
Investment Limited, was awarded Package Three of LOHAS Park,
a residential development of up to 1,648 units. A re-branding
exercise was launched for Area 86, which was named LOHAS
(Lifestyles of Health and Sustainability) Park in line with our
commitment to the long term wellbeing of the communities
we foster.
Following approval by the Town Planning Board, the land
application procedure began for conversion of part of the lorry
park and transport interchange adjacent to Tsing Yi Station to
commercial use. With the Governments decision to proceed
with preliminary planning and design for the South Island Line
(East), the Company has procured consultancy to prepare the
preliminary development scheme design for potential sites
along this new line.
As part of the Rail Merger, the Company acquired a property
package that comprised property development rights,
investment properties and property management rights. The
property development rights acquired comprise eight sites
totalling 1.2 million square metres GFA of which three, namely
Ho Tung Lau, Wu Kai Sha and Tai Wai Maintenance Centre, have
already been tendered with the remaining five, totalling 0.6
million square metres GFA, yet to be tendered.
In early March 2008, we have invited expression of interest for
Che Kung Temple site with a view to inviting tender in 2008.

Property Development

HK$8.3 Billion
Property Development Profit

8 Sites Totalling
1.2 Million sq.m. GFA
Acquired in Rail Merger

2 Property Tenders
Awarded
with a Total GFA of 292,674 sq.m.

Property Rental

25.2% Increase
in Rental Income

Phase 1 of Elements
Opened on 1 October 2007

252,339 sq.m.
of Investment Properties in Hong Kong

Property Management Portfolio at


End of 2007

71,851
HK Residential Units

756,556 sq.m.
of HK Commercial Properties

820,254 sq.m.
of Management Contracts in Mainland China

MTR Corporation Annual Report 2007

44 | 45

Executive Managements Report Property and Other Businesses

Airport Railway Property Development Plan


and Progress

Tseung Kwan O Line Property Development Plan


and Progress

Phase One of International Commerce Centre and the two towers of the
Cullinan at Kowloon Station were major projects completed in 2007.

The completion of Le Point contributed to the bulk of the property


development profit in 2007.

Gross floor area Thousand sq. m.

Gross floor area Thousand sq. m.

Hong Kong

Tiu Keng Leng

254 102 60 416

237 17 254

416 416

254 254

Kowloon
608

Tseung Kwan O

167 89 1,096

232
917

5
191

179 1,096

Olympic
493 111 78 682
Residential

682 682
Tsing Yi
246 47 293
293 293
Tung Chung

15 22
936

58 1,031

983 48 1,031

Hang Hau

Residential

142

Office

139

Hotel/Serviced
apartment

142 142

Elements shopping mall opened in October and quickly became talk-of-the-town

Hotel/Serviced
apartment

LOHAS Park

Retail and others


1,603-1,613 41-51 1,654

Construction completed
Under construction

36 290

Office

Retail and others

58

163 290

127

450 450

Construction completed
Under construction

East Rail Line, Ma On Shan Line, Kowloon Southern Link


and Light Rail Property Development Plan and Progress

West Rail Property Development Plan


The Company acts as development agent for the West Rail property projects.

8 sites with a total GFA of 1.2 million sq.m. were acquired as part of the Rail Merger.
Gross floor area Thousand sq. m.

Site Area (in Hectare)

Ho Tung Lau

2
121 123
123 123 123
Tai Wai Station

2.65

Tuen Mun

4.62
190

63 253

Nam Cheong

5.62

Wu Kai Sha

4
169 173
173 173
Tai Wai Maintenance Centre

Tsuen Wan West (TW5)

1.39

Tsuen Wan West (TW6)

2.40
314 314

100 100
Che Kung Temple Station
0.9
90 90.9
Tin Shui Wai Light Rail Terminus
0.2
91 91.2
Kowloon Southern Link Site C & D
105 21 126

Tsuen Wan West (TW7)

3.47
Residential
Office
Hotel/Serviced
apartment

Long Ping (North)


Long Ping (South)

1.49

Tin Shui Wai

3.48

Kam Sheung Road

9.85

Retail and others

24.00

Construction completed
Under construction

Yuen Long

1.12

1.92

Pat Heung Maintenance


Centre
Kwai Fong

In addition, with the Rail Merger, the Company took on KCRCs


role as development agent for Government in respect of a
number of West Rail property projects, which have an estimated
total gross floor area of 2.3 million square metres, for which the
Company will receive a fee.

Property Rental, Management and


Other Businesses
Revenue from our property rental, management and other
businesses, benefiting from rental rate increases and further
additions to the rental portfolio, increased by 24.3% to
HK$1,834 million as compared to 2006.

Property Rental
Property rental income rose by 25.2% over last year to
HK$1,581 million (a 23.5% increase to HK$1,560 million
excluding the Rail Merger effect from 2 December to the end
of 2007), driven by positive rental renewals and new lettings,
contributions from the opening of Phase 1 of Elements and
Ginza Mall in Beijing as well as the approximate one month of
contributions from rental properties acquired in the Rail Merger.
Our commitment to the continuous enhancement of our
shopping centres and other investment properties, as well as
our focus on providing Premier management services enabled

Shopping at our centres is exciting and pleasurable

us to capitalise on Hong Kongs strong consumer sentiment,


improving job market and robust growth in visitor arrivals and
overall tourism. The average rise in rental reversions for renewal
of leases and re-letting was 21.7% in 2007 as compared to
rentals achieved in the previous lettings.

MTR Corporation Annual Report 2007

46 | 47

Executive Managements Report Property and Other Businesses

Asia 2007 award for the best shopping centre. New up-market
tenants at Elements included Mikimoto, Cartier, Mulberry,
Versace, Escada, Lanvin, Luella, Karen Millen, Onitsuka Tiger,
Gucci, Dunhill, Kate Spade, Cerruti 1881, MontBlanc, Tiffany &
Co., Megu, H&M and ZARA. Renovations were also completed in
November 2007 at Luk Yeung Galleria, increasing the shopping
centres competitiveness and product offerings.
In the Mainland of China, following refurbishment and
re-branding, Ginza Mall in Beijing opened in January and by the
end of December was 95% let. This mall marked the first step in
applying our experience and know-how of operating shopping
centres to the Mainland. Ginza Mall introduced a number of new
retailers to the Beijing market such as Ole Supermarket, Very,
Bunka, I.S.O., Chitose and Think Pink.
Distinctive promotional programmes to raise the profile of
MTR shopping centres continued throughout the year, further
strengthening their competitiveness. Promotions included the
Elements Club, a television commercial campaign for Elements,
an Octopus Rewards Scheme, an Astro Boy Campaign, a Terra
Cotta Museum and the first Disney-Pixar themed Christmas
Promotion Campaign for Telford Plaza, Maritime Square, Luk
Yeung Galleria, Paradise Mall, The Lane, The Edge, Citylink Plaza
and Ocean Walk.
Supported by strong demand for prime office space in Central
and our Premier management services, the Companys 18
floors at Two International Finance Centre remained fully let
throughout the year.
Our Premier management services enabled us to capitalise on
Hong Kongs strong consumer sentiment

Rising demand from retailers for high quality retail space


increased rents for prime locations and enabled the Company
to maintain 100% occupancy at all pre-Merger MTR Corporation
shopping centres, except for retail spaces at Luk Yeung Galleria
repossessed for renovation. The five KCRC shopping centres that
we acquired had an average occupancy of 91%.
Elements Phase 1 with lettable floor area of 39,210 square
metres, which opened on 1 October 2007, was very well
received by the public and continued to be talk-of-the-town,
attracting local shoppers and tourists. Planned according to
the Chinese five elements, large-scale artistic sculptures also
brought a unique and exciting shopping experience to visitors.
Many brands and services that are new to Hong Kong opened
their flagship stores at Elements and the project received the
MIPIM March International des Professionnels dImmobilier

We acquired certain investment properties from KCRC as part of


the Rail Merger, increasing our investment property portfolio by
a lettable area of 40,957 square metres. The investment property
portfolio acquired comprises five shopping centres in the New
Territories totalling 36,487 square metres lettable, 20 residential
units at Royal Ascot and an office at Hung Hom of 1,686 square
metres lettable.
At the year end, the Companys attributable share of investment
properties were 200,921 square metres of lettable floor area of
retail properties, 41,215 square metres of lettable floor area of
offices and 10,203 square metres for other usage.

Property Management
Our property management business, benefiting from
additions to the portfolio, achieved revenue growth of 12.8%
to HK$168 million. During the year, 3,121 residential units
were added to our property management portfolio at Coastal
Skyline, Caribbean Coast and Harbour Green, which together

Investment Properties

Distribution of Property Management Income

Revenue from investment properties increased as rentals rose, together with


contributions from the opening of Elements as well as additional investment
properties acquired in the Rail Merger.

At the end of the year, the Company had 71,851 residential units and 756,556
sq.m. commercial properties under management in Hong Kong, and total
management contracts in Mainland China amounted to 820,254 sq.m.
Percentage

40

37.7 2,400

35

2,100

30

1,800

25

1,500

20

1,148 1,200

948
15

684

1,006

7.5
16.0

600

300

2007

18.6

900

788

10

6.5

15.5

15.6

2006
59.3

Value of investment
properties
HK$ billion (left scale)

Residential
Retail
Office

Net rental income


HK$ million (right scale)

2003

2004

2005

2006

61.0

Car park

2007

with the 9,854 units under agency management acquired in the


Rail Merger, brings the total number of residential units in the
property management portfolio of the Company in Hong Kong
to 71,851 units at the end of 2007.
Prior to the Rail Merger, total commercial properties managed
by the Company increased by 81,457 square metres mainly due
to the inclusion of Elements Phase 1. With the Rail Merger, an
additional 30,530 square metres of commercial area directly
managed by the Company as well as 62,496 square metres
of commercial area managed by agents were added to our
property management portfolio to give a total of 756,556 square
metres at the year end.
There was also a marked increase in the managed property
portfolio in the Mainland of China in 2007, with a total new
intake of 480,000 square metres, including Jian Wai SOHO Phase
7, SOHO Shangdu Phases 1 and 2, and Chao Wai SOHO all in
Beijing, as well as Mei Li Shan Shui Phase 1 in Chongqing. A new
consultancy project was undertaken in Shenyang for Shenyang
Rich Gate. Altogether, total management contracts in hand in
the Mainland amounted to 820,254 square metres.

Other Businesses
Ngong Ping 360
The Ngong Ping 360 cable car and associated theme village
on Lantau Island opened on 18 September 2006. From its
opening on 18 September 2006 to 11 June 2007, the tourist
attraction carried some 1.5 million guests, which surpassed our

projections for the first full year of operations. In June 2007,


during the annual testing outside of operation hours, one of
the gondolas dislodged from the cable. There were no injuries
and operations were immediately suspended, followed by
detailed investigations and a period of intensive safety testing.
In September, the Company took over the management and
operation of the cable car system from the previous contractor
through the acquisition of its Hong Kong subsidiary, with a
senior management team of our experienced engineers and
international cable car professionals. After many rigorous
rounds of inspection, re-testing and re-certification, the system
was confirmed to be safe and reliable and the cable car service
resumed on 31 December 2007. The revenue contributed for the
year was HK$85 million.

Octopus Holdings Limited


The Companys share of Octopus net profit for the year was
HK$97 million, a 42.6% increase over 2006. The increase was
partly the result of an increase in average daily Octopus usage
of 11.7% to HK$81.9 million per day in 2007, brought about by a
rise in the number of retail service providers and improvements
in the general economy.
The Portable Octopus Processor (POP), which enables Octopus
to extend its reach into the small to medium-sized market sector,
was a driver of Octopus retail merchant expansion. By the end
of 2007, the total number of service providers had risen to 490
from 431.

MTR Corporation Annual Report 2007

48 | 49

Executive Managements Report Property and Other Businesses

banks, virtually all unclaimed add-value funds using EPS were


successfully returned to affected customers. To ensure customer
protection, Octopus has permanently suspended the Octopus
EPS add-value service, which accounted for only 1.5% of addvalue transactions, since a detailed technical review by a special
Task Force concluded that there can be no guarantee that the
problem will not recur.

Other new products included the launch of the Mini Octopus,


which has become a hot accessory in town, underscoring
Octopus innovation in product design. Octopus also introduced
the Hello Kitty Octopus Key Ring Set, the first product offered by
Octopus that comes in the form of a plush ring set.
Cards in circulation rose to 16.5 million and average daily
transaction volume rose to 10.2 million. By the end of 2007, over
1.7 million cardholders had registered as members of the Octopus
Rewards Programme with 14 participating Rewards merchants.

Octopus unrelenting efforts to provide customer pleasure in


using the Octopus service was duly recognised when it won
the Excellent Creative Services Award in the Sing Tao Excellent
Services Brand Award 2007. For the first time, the Company was
also named a Caring Company by the Hong Kong Council of
Social Service for its contribution to the community.

2007 was also a challenging year for Octopus in view of the


Octopus EPS add-value incident whereby certain customers had
incorrect amounts deducted from their bank accounts. With
the help of EPS Company (Hong Kong) Limited and relevant

Airport Railway Property Developments (Packages Awarded)

Location

Developers

Type

Sun Hung Kai Properties Ltd.


Henderson Land Development Co. Ltd.
The Hong Kong & China Gas Co. Ltd.

Office
Retail
Hotel
Car park

No. of
Actual or
Gross floor parking
expected
area (sq. m.) spaces completion date

Hong Kong Station


(International Finance
Centre, IFC Mall, Four
Seasons Hotel / Four
Seasons Place)
Sub-total

254,186
59,458
102,250

Completed by
phases form
1998-2005
1,344

415,894

Kowloon Station
Package One
(The Waterfront)

Wing Tai Holdings Ltd.


Temasek Holdings (Pte) Ltd.
Singapore Land Ltd.
Keppel Land Ltd.
Lai Sun Development Co. Ltd.
Worldwide Investment Co. (Bermuda) Ltd.

Residential
Car park

147,547

Package Two
(Sorrento)

The Wharf (Holdings) Ltd.


Wheelock and Company Ltd.
Wheelock Properties Ltd.
Realty Development Corporation Ltd.
Harbour Centre Development Ltd.

Residential
Car park

210,319

Package Three
(The Arch)

Sun Hung Kai Properties Ltd.

Residential
Cross border bus terminus
Car park

100,000
5,113

Residential
Car park

128,845

Retail
Office
Service apartment
Hotel
Residential
Kindergarten
Car park

82,750
231,778
72,472
95,000
21,300
1,045

Package Four
(The Harbourside)

Hang Lung Properties Ltd.

Packages Five, Six


Sun Hung Kai Properties Ltd.
and Seven
(Elements, International
Commerce Centre,
The Cullinan,
Harbourview Place)
Sub-total
*

The number of car parking spaces is subject to review

1,332

1,270

Completed
in 2000

Completed by
phases from
2002-2003

Completed
in 2005
412
864

By phases
from
2006-2010

1,743*
1,096,169

Completed
in 2003

Airport Railway Property Developments (Packages Awarded) (Continued)

Location

No. of
Actual or
Gross floor parking
expected
area (sq. m.) spaces completion date

Developers

Type

Package One
(Island Harbourview,
HSBC Centre, Bank of
China Centre and
Olympian City One)

Sino Land Co. Ltd.

Office
Retail
Residential
Indoor sports hall
Car park

111,000
14,900
169,950
13,219

Package Two
(Park Avenue, Central
Park and Olympian
City Two)

Sino Land Co. Ltd.

Retail
Residential
Market
Car park

47,500
220,050
1,100

Package Three
(Harbour Green)

Sun Hung Kai Properties Ltd.

Residential
Kindergarten
Car park

103,152
1,300

Olympic Station

Sub-total

Completed
in 2000
1,380
Completed
in 2001
932
Completed
in 2006
264

682,171

Tsing Yi Station
(Tierra Verde and
Maritime Square)

Cheung Kong (Holdings) Ltd.


Hutchison Whampoa Ltd.
CITIC Pacific Ltd.

Retail
Residential
Kindergarten
Car park

Sub-total

46,170
245,700
925

Completed
in 1999
920

292,795

Tung Chung Station


Package One
(Tung Chung Crescent,
Citygate, Novotel
Citygate and Seaview
Crescent)

Hang Lung Group Ltd.


Henderson Land Development Co. Ltd.
New World Development Co. Ltd.
Sun Hung Kai Properties Ltd.
Swire Properties Ltd.

Office
Retail
Hotel
Residential
Kindergarten
Car park

14,913
48,298
21,986
275,479
855

Completed
by phases
from
1999-2005
2,037

Package Two
(Coastal Skyline)

HKR International Ltd.


Hong Leong Holdings Ltd.
Recosia Pte Ltd.

Retail
Residential
Kindergarten
Car park

2,499
253,100
350

Package Three
(Caribbean Coast)

Cheung Kong (Holdings) Ltd.


Hutchison Whampoa Ltd.

Retail
Residential
Wet market
Kindergarten
Car park

4,996
407,300
508
350

625

Completed
by phases
from
2002-2008
By phases
from
2002-2008

1,185

Sub-total

1,030,634

Grand Total:

3,517,663

14,308

MTR Corporation Annual Report 2007

50 | 51

Executive Managements Report Property and Other Businesses

Tseung Kwan O Line Property Developments (Packages Awarded)

Location
Tseung Kwan O Station
Area 57a
(Central Heights)

Area 55b
(The Grandiose
and The Edge)
Area 56

Hang Hau Station


(Residence Oasis
and The Lane)

No. of
Gross floor parking
area (sq. m.) spaces

Developers

Type

Sun Hung Kai Properties Ltd.


Nan Fung Development Ltd.
Henderson Land Development Co. Ltd.
Chime Corporation Ltd.
New World Development Co. Ltd.
Chow Tai Fook Enterprises Ltd.
Wee Investments Pte. Ltd.
Sun Hung Kai Properties Ltd.

Residential
Retail
Car park

26,005
3,637

Residential
Retail
Car park
Residential
Hotel
Retail
Office
Car park

84,920
11,877

Residential
Retail
Car park

138,652
3,500

Sino Land Co. Ltd.


Kerry Properties Ltd.

Awarded
in July
2000

Completed
in 2005

Awarded
in January
249
2002
Awarded
in February
2007

Completed
in 2006

74

80,000
58,130
20,000
5,000

Actual or
expected
Status completion date

2011

363

369

Awarded
in June
2002

Completed
in 2004

Tiu Keng Leng Station


(Metro Town)

Cheung Kong (Holdings) Ltd.

Residential
Retail
Car park

236,965
16,800

Awarded
in October
609
2002

Completed
by phases in
2006-2007

Area 86 (LOHAS Park)


Package One

Cheung Kong (Holdings) Ltd.

136,240
500

Awarded
in January
325
2005

2008

Package Two

Cheung Kong (Holdings) Ltd.

Package Three

Cheung Kong (Holdings) Ltd.

Residential
Retail
Car park
Residential Care
Home for the Elderly
Residential
Kindergarten
Car park
Residential
Kindergarten
Car park

Awarded
in January
905
2006
Awarded in
November
350
2007

By phases
from
2009-2010
2012

3,100
309,696
800
128,544
1,000

East Rail Line, Ma On Shan Line and West Rail Line Property Developments (Packages Awarded)

Location
Fo Tan Station
Ho Tung Lau
(Site A)

No. of
Gross floor parking
area (sq. m.) spaces

Actual or
expected
Status completion date

Developers

Type

Sino Land Company Limited

Residential
Retail
Car park
Residential
Retail
Kindergarten
Car park
Residential
Car park

120,900
2,000

313,955

Awarded in
711 April 2006

By phases from
2009-2011

Residential
Retail
Car park

119,512
25,000

Awarded
in August
2006

By phases from
2012-2013

Wu Kai Sha Station

Sino Land Company Limited

Tai Wai Maintenance


Centre

Cheung Kong (Holdings) Limited

Tuen Mun Station*

Sun Hung Kai Properties Ltd

168,650
3,000
1,000

Awarded in
November
239
2002
Awarded in
July 2005

2008

2009

308

384

* as development agent for the Government of HKSAR

Tseung Kwan O Line Property Developments (Packages to be Awarded)**

Location
LOHAS Park

No. of
packages
envisaged
6 10

Type
Residential
Retail
Car park

Gross floor
area (sq. m.)
1,025,220
1,035,220
39,500 49,500

Expected
No. of
parking spaces

3,303 (max.)

** Subject to review in accordance with planning approval, land grant conditions and completion of statutory processes

Period of
package tenders

Expected
completion
date

2009-2015

2019

Ma On Shan Line/Light Rail/Kowloon Southern Link Property Developments (Packages to be Awarded)**

Location

No. of
packages
envisaged

Che Kung Temple Station

Tai Wai Station

Tin Shui Wai Light Rail


Terminus
Site C & Site D
West Kowloon Station,
Tsim Sha Tsui

1-2

Type

Gross floor
area (sq. m.)

Residential
Retail
Kindergarten
Car park

89,792
193
670

Residential
Retail
Kindergarten
Car park

190,480
62,000
1,100

Expected
No. of
parking spaces

Period of
package tenders

Expected
completion
date

2008

2012

Under
review

Under
review

2012

2017

2009 - 2010

2013 - 2014

Status

Actual
completion
date

Awarded
in July 2001

Completed
in 2005

236

713

Residential
Retail
Car park

91,051
205

Residential
Retail
Car park

104,795
20,959

267

321

** Subject to review in accordance with planning approval, land grant conditions and completion of statutory processes

Choi Hung Park and Ride Development

Location

Developers

Type

Choi Hung Station


(No. 8 Clear Water Bay Road)

Chun Wo Holdings Ltd. Residential


Retail
Car park
Park & Ride

Gross floor
area (sq. m.)

No. of
parking
spaces

19,138
2,400
54
450

MTR Corporation Annual Report 2007

52 | 53

Executive Managements Report Property and Other Businesses

Investment Property Portfolio (as at 31 December 2007)


Lettable floor
area (sq. m.)

No. of
parking
spaces

Companys
ownership
interest

Location

Type

Telford Plaza I, Kowloon Bay, Kowloon

Shopping centre
Car park

39,616

993

100%
100%

Telford Plaza II, Kowloon Bay, Kowloon

Shopping centre
Car park

19,411

136

50%
50%

Luk Yeung Galleria, Tsuen Wan, New Territories

Shopping centre
Car park

11,198

651

100%
100%

Paradise Mall, Heng Fa Chuen, Hong Kong

Shopping cenre
Wet Market
Car park

18,772
1,216

415

100%
100%
100%

Maritime Square, Tsing Yi

Shopping centre
Kindergarten
Car park
Motorcycle park

28,931
920

220
50

100%
100%
100%
100%

The Lane, Hang Hau

Shopping centre
Car park
Motorcycle park

2,629

16
1

100%
100%
100%

The Edge, Tseung Kwan O

Shopping centre
Car park

7,683

50

70%
70%

G/F, No. 308 Nathan Road, Kowloon

Shop unit

70

100%

G/F, No. 783 Nathan Road, Kowloon

Shop unit

New Kwai Fong Gardens, Kwai Chung, New Territories

Kindergarten
Car park

36

100%

540

126

100%
100%

Office
Car park

39,529

1,308

100%
51%

Phase I, Carpark Building, Kornhill, Quarry Bay, Hong Kong

Car park

292

100%

Roof Advertising Signboard, Admiralty Centre,


No.18 Harcourt Road, Hong Kong

Advertising signboard

100%

Ten Shop Units, First Floor Podium, Admiralty Centre,


No. 18 Harcourt Road, Hong Kong

Shops

286

50%

Olympian City One, Tai Kok Tsui, Kowloon

Indoor sports hall

13,219

100%

Olympian City Two, Tai Kok Tsui, Kowloon

Shop unit

1,252

100%

Caribbean Coast, Tung Chung, New Territories

Wet market

508

100%

Choi Hung Park & Ride Public Car Park, No. 8 Clear Water Bay Road,
Choi Hung, Kowloon

Car park
Motorcycle park
Park & Ride

54
10
450

51%
51%
51%

Elements, No. 1 Austin Road West, Kowloon

Shopping centre
Car park

39,210

898

81%
81%

International Finance Centre (IFC), Central, Hong Kong


Two IFC
One and Two IFC

Cross Border Coach Terminus, No. 1 Austin Road West, Kowloon

Coach terminus

5,113

100%

Kindergarten, No. 1 Austin Road West, Kowloon

Kindergarten

1,045

81%

Plaza Ascot, Sha Tin

Shopping Centre

7,381

100%

Royal Ascot, Sha Tin

Residential
Car park

2,784

20

100%
100%

Ocean Walk, Tuen Mun

Shopping centre
Car park

6,086

32

100%
100%

Sun Tuen Mun Shopping Centre, Tuen Mun

Shopping centre
Car park

9,039

421

100%
100%

Hanford Plaza, Tuen Mun

Shopping centre
Car park

1,950

22

100%
100%

Retail Floor and 1-6/F, Citylink Plaza, Sha Tin

Shopping Centre

12,031

100%

Portion of G/F and portion of 1/F, MTR Hung Hom Building, Hung Hom

Office

1,686

100%

All properties are held by the Company and its subsidiaries under Government Leases for over 50 years except for:
Telford Plaza I and II, Luk Yeung Galleria, Maritime Square, New Kwai Fong Gardens, IFC, Olympian City, Caribbean Coast, Elements, Cross Border Coach Terminus and
Kindergarten at No. 1 Austin Road West, Plaza Ascot, Royal Ascot, Ocean Walk, Sun Tuen Mun Shopping Centre and Hanford Plaza where the Government Leases expire on
30 June 2047

Investment Property Portfolio (as at 31 December 2007) (Continued)

Choi Hung Park & Ride where the Government Lease expires on 11 November 2051
The Lane where the Government Lease expires on 21 October 2052
The Edge where the Government Lease expires on 27 March 2052
Citylink Plaza and MTR Hung Hom Building where the grant of Government Leases to Kowloon-Canton Railway Corporation (KCRC) and the subsequent assignment of
the properties by KCRC to the Company are underway

Properties Held for Sale (as at 31 December 2007)

Gross floor
area (sq. m.)

No. of
parking
spaces

Companys
ownership
interest

579

40%

330

40%
40%

117

40%

3,182

35

38.5%
38.5%

Location

Type

Island Harbourview, No. 11 Hoi Fai Road, Kowloon

Car park

Olympian City One, No. 11 Hoi Fai Road, Kowloon

Shopping centre
Car park

Bank of China Centre, No. 11 Hoi Fai Road, Kowloon

Car park

The Arch, No. 1 Austin Road West, Kowloon

Residential
Car park

Residence Oasis, No. 15 Pui Shing Road, Hang Hau, Tseung Kwan O

Car park
Motorcycle park

191
18

71%
71%

The Grandiose, 9 Tong Chun Street, Tseung Kwan O

Car park
Motorcycle park

148
25

70%
70%

Metro Town, 8 King Ling Road, Tseung Kwan O

Car park
Motorcycle park

487
33

72%
72%

Central Heights, 9 Tong Tak Street, Tseung Kwan O

Car park
Motorcycle park

54
4

35%
35%

Harbour Green, No. 8 Sham Mong Road, Kowloon

Residential
Car park
Kindergarten

6,728

1,299

126

35%
35%
50%

Caribbean Coast, No. 1 Kin Tung Road, Tung Chung

Car park

285

20%

6,042*

Lettable floor area

Managed Properties (as at 31 December 2007)


Number of managed residential flats

71,851 units

Area of managed commercial and office space

756,556 sq.m.

MTR Corporation Annual Report 2007

54 | 55

Executive Managements Report


Hong Kong Network Expansion

Developing

ONE Railway
Network
With the merger, the combined existing network increased 132% from
91 to 211.6 kilometres. Committed and future railway projects will further
increase the combined network length by 28% from 211.6 to 271.6 kilometres.

MTR Corporation Annual Report 2007

56 | 57

Executive Managements Report


Hong Kong Network Expansion

South Island Line (East) will connect Admiralty Station to Ap Lei Chau via Ocean Park, Wong Chuk Hang and Lei Tung

A combination of the Rail Merger, the Governments declared


commitment to a number of priority rail infrastructure projects
and our continuing programme of asset enhancement and
replacement made 2007 a milestone year for new rail projects
for the Company. These dynamic factors also set the scene for
2008 to be a particularly vibrant year for the design and planning
of future rail lines.

Network Extensions
In his October 2007 Policy Address indicating long-term
Government commitment to developing Hong Kongs rail
system as the backbone of passenger transport system,
Hong Kongs Chief Executive highlighted three priority rail
infrastructure projects: the South Island Line (East), the Hong
Kong section of the Guangzhou-Shenzhen-Hong Kong Express
Rail Link (Express Rail Link) and the Shatin-to-Central Link.
These are in addition to ongoing works for the West Island Line

and Kowloon Southern Link as well as proposals for the Kwun


Tong Line extension, which we have previously submitted to
Government. The result is that 2008 is set to be an especially
active year both for the design of these new extension projects
and the progress of works on existing extensions.

On-going Projects
West Island Line
As the first in the wave of extension projects for the future,
the West Island Line made significant progress. This proposed
extension of the Island Line consists of three underground
stations at Sai Ying Pun, University and Kennedy Town.
The scheme was gazetted under the Railways Ordinance
in October 2007. We will continue to work closely with
Government to address key technical and financial issues on
the West Island Line in 2008.

The 3-km West Island Line is estimated to cost approximately


HK$8.9 billion for which Government will provide funding
support estimated at approximately HK$6.0 billion, by way of
a capital grant in two stages. The first stage of HK$400 million
for design has already been approved. The second stage, which
will be for the balance of the funding support, will require
further approval by the Legislative Council of Hong Kong
(LegCo). A preliminary project agreement was entered into
with Government on 6 February 2008 for the detail design of
the project. The line is expected to be completed in late 2013 or
early 2014.

Kowloon Southern Link


The Kowloon Southern Link (KSL) is part of the Rail Merger
and will connect the existing East Rail Lines East Tsim Sha Tsui
Station with West Rail Lines Nam Cheong Station. This new
3.8-km long rail link, which is scheduled to open for service in
late 2009, will provide direct access for passengers between
West Rail and East Rail Lines and will have one intermediate
station, at West Kowloon. All capital costs for KSL will be funded
by KCRC and on commissioning this extension will fall within the
Service Concession, under which KCRC will own the line but the
Company will be responsible for operations and maintenance.
Service Concession fees payable on commissioning will be
annual variable payments in accordance with the structure
stipulated in the Rail Merger with no adjustment to be made to
the fixed annual payments or upfront payment. As part of the
Rail Merger, we have a project management contract from KCRC
to oversee the construction of KSL in return for a fee.

Kowloon Southern Link (KSL)

1.6 km (76%)
of Tunnels Bored

Tseung Kwan O South (TKS)

3.3km of New Track


Laid for Station at LOHAS Park

West Island Line (WIL)

ExCo Decision
to Proceed With Further Planning and Detailed
Design Oct 2007

Gazette of WIL Scheme


under the Railways Ordinance Oct 2007
LegCo Finance Committee

Approved Funding
Dec 2007
South Island Line (East) (SIL(E))

ExCo Decision
to Proceed With Preliminary Planning and
Design Dec 2007

Shatin-to-Central Link and Kwun Tong


Line Extension

ExCo Decision
to Proceed With further Planning and
Design Mar 2008

The proposed West Island Line is an extension of the Island Line

MTR Corporation Annual Report 2007

58 | 59

Executive Managements Report Hong Kong Network Expansion

New Projects
South Island Line (East)
South Island Line (East) is envisaged to be a medium capacity
railway service connecting Admiralty Station to South Horizons
on Ap Lei Chau via Ocean Park, Wong Chuk Hang and Lei Tung.
A revised proposal with updated financial data and enhanced
interchange arrangements at Admiralty Station to existing
lines and the future Shatin-to-Central Link was submitted to
Government in June 2007. The Government has since decided
to proceed with preliminary planning and design for the 7-km
South Island Line (East), construction of which is estimated to
cost over HK$7 billion. After representations from the Hong
Kong Jockey Club, the Government has asked the Company to
further review options for a Happy Valley Race Course Station.
The Company will continue to discuss with Government on
the detailed scope, implementation programme and financial
arrangements for this line. It is intended that the Rail and
Property approach will be used to bridge the funding gap for
this line. Construction of the railway extension is expected to
commence in 2011 for completion in 2015.

Shatin-to-Central Link
The Government announced on 11 March 2008 its decision for
the Company to proceed with the further planning and design
of Shatin-to-Central Link. The 17-km Shatin-to-Central Link,
which will be based on the scheme proposed by the Company
under the Rail Merger, will run from Tai Wai to Hong Kong Island
connecting a number of rail lines to provide more convenient rail
services to passengers. The section from Tai Wai to Hung Hom
connecting Ma On Shan Line to West Rail Line is expected to
be completed in 2015. The other section which will extend the
existing East Rail Line from Hung Hom across the harbour to Hong
Kong Island is expected to be completed in 2019. The Company
will continue discussions with Government on the operation of
Shatin-to-Central Link by way of a Service Concession.

Kwun Tong Line Extension


The Government announced its decision for the Company to
proceed with the further planning and design of the Kwun Tong
Line extension on 11 March 2008. The 3-km Kwun Tong Line
extension will run from the existing Yau Ma Tei Station via Ho
Man Tin to Whampoa and is expected to be completed by 2015.
The Company will discuss the implementation details of this
project with Government based on the ownership approach and
has proposed to use property development rights relating to a
site at the former Valley Road Estate site to bridge the
funding gap.

Construction works on the Kowloon Southern Link

Express Rail Link


In February 2006, the Government invited KCRC to proceed
with planning for the Northern Link and the Express Rail Link
as a combined project. Feasibility studies were completed in
2007 under an integrated study team jointly managed by the
Company and KCRC. The 26-km Express Rail Link will provide
cross-boundary high speed rail service connecting Hong Kong
to Shenzhen, Guangzhou and the Mainland of Chinas new high
speed national intercity rail network. The West Kowloon terminus
is planned to become one of the main gateways to the Mainland,
with good connectivity to neighbouring developments such as
the West Kowloon Cultural District and developments above
both the Kowloon and West Kowloon stations.
The Northern Link will provide a cross-boundary link for the
West Rail Line. By joining the northern sections of West Rail
and East Rail, it will also create a new railway corridor between
the northeast and the northwest New Territories. Further
planning for the Northern Link will be subject to the reviews by
Government of the proposed new development areas in the
North West New Territories and the opening up of the Frontier
Closed Area.
In 2007, the Company continued discussions with Government
with the aim of completing the preliminary design for the
Express Rail Link by the end of 2008 in order that this railway
scheme can be gazetted as soon as possible.

Funding Models for New Projects

Completion of Projects

The funding model for new rail projects will take different
forms, each appropriately designed for the project. As always,
the Company will seek to create a commercial return on its
investments above its cost of capital and at rates commensurate
with the risk of the projects. For the West Island Line, the
Government has indicated that they would consider a capital
grant model whereby Government grants to the Company a
sum of money, currently estimated at HK$6 billion, to establish
the financial viability of the project. The Company will bear the
balance of the capital cost and all of the operation, maintenance
and asset replacement costs. The South Island Line (East) will
likely follow the Companys traditional Rail and Property
approach whereby property development rights will be granted
to us. A third model that could be used for future rail lines
would be the Service Concession model used in the Rail Merger,
whereby Government (or KCRC, which is wholly owned by the
Government) pays for the initial capital costs of the rail line and
the Company operates the line by paying an annual concession
payment as well as being responsible for maintenance and
upgrades; KSL has adopted this approach. We are still in
discussion with Government on which of these funding models
will be used for the Express Rail Link.

The civil and structural works for the new station at LOHAS
Park (in Tseung Kwan O South) were substantially completed
in October 2007, track installation was close to completion
in December 2007. Design of the new stations electrical and
mechanical systems has been finalised and installation works are
on schedule for completion of the station in 2009.

Subways and Pedestrian Links


Subways and pedestrian links increase the Companys
catchment areas and extend rail benefits and customer services
to more members of the community.
Construction works for the two underground entrances linking
the Tsim Sha Tsui concourse with the basement of the adjacent
redevelopment of 63 Nathan Road are expected to commence
in April 2008.
Works for the pedestrian subway at Cheung Lai Street connecting
Lai Chi Kok Station with the new developments to the south
of Lai Chi Kok Road began in August 2007 for completion by
end of 2009, while the developers started construction of the
link from Jordan Valley to Kowloon Bay Station in early 2007 for
completion by end of 2008. A further pedestrian link at Prince
Edward Station has been planned, while design for Kwai Hing,
Olympic and Choi Hung stations is well underway.

Computer graphic of the station at Hung Hom on the proposed Shatin-to-Central Link

MTR Corporation Annual Report 2007

60 | 61

Executive Managements Report


Overseas Growth

Becoming

ONE International
Enterprise
Leveraging on our enhanced expertise and resources,
we are investing in exciting new growth opportunities for the future

MTR Corporation Annual Report 2007

62 | 63

Executive Managements Report


Overseas Growth

14 stations have been handed over to the BJL4 PPP company to start E&M installation

2007 saw progress in our international business. The winning of


the London Overground concession by our 50:50 joint venture
MTR Laing Metro Limited (now renamed as London Overground
Rail Operations Ltd (LOROL)) was a major highlight of the year.
Steady progress was made on the Beijing Metro Line 4 (BJL4)
project, while we continued with discussions to seek approval
for the Shenzhen Metro Line 4 (SZL4) project.

Mainland of China
In Beijing, the Public-Private Partnership (PPP) company
comprising the Company (49%), Beijing Infrastructure
Investment Co. Ltd. (2%) and Beijing Capital Group (49%) made
steady progress on the BJL4 project.

Tendering for the Electrical & Mechanical (E&M) Works contracts


was substantially completed. Design works and manufacturing
for E&M equipment including the automatic fare collection,
station communications, radio, transmission, fire alarm system,
passenger information display system and building automation
system, advanced smoothly. We made good progress on the
internal fitting out and equipment assembly works for the
first two trains for which testing and commissioning works
commenced in December 2007. Progress of the tunnel works,
which are the responsibility of Beijing Municipal Government,
was satisfactory with 85% of the works completed by the
construction company related to the Beijing Municipal
Government. All tunnelling works should be completed by
May 2008. 14 stations have been handed over to the BJL4 PPP
company to start E&M installation.
Due to land resumption issues at Majialou depot, the
civil construction programme of the depot, which is the
responsibility of the Beijing Municipal Government, is behind
schedule. Measures have been taken to minimise the possible
impact on the scheduled line opening date in October 2009.
As a reflection of the high standards reached, the quality
management system of the PPP company was granted ISO9001
certification in April 2007.

Beijing Metro Line 4

Tendering for E&M


Works Contracts Substantially Completed
Started

Rolling Stock
and Locomotive
Manufacturing
268 Operations Staff
Commenced Training in September 2007

London Overground

Won London
Overground Concession
Concession Successfully Started on

11 November 2007
107.2 Kilometres
Total Route Network

The Companys Projects Director Russell Black and


CEO Chow Chung-kong discuss finer points of the BJL4 project

MTR Corporation Annual Report 2007

64 | 65

Executive Managements Report Overseas Growth

support to this project is likely to take other forms than the grant
of property development rights. The Company will ensure that
the project, if approved, will provide satisfactory returns to our
shareholders.
We continue to seek further investment opportunities in the
Mainland of China. During the year, we pursued projects in
Beijing such as the BJL4 Extension to Daxing District, as well
as the development of new metro lines in Hangzhou, Suzhou,
Tianjin and Wuhan. In January 2007, we signed a Memorandum
of Understanding with Suzhou Municipal Government for
feasibility studies and the development of a business model for
Suzhou Metro Line 1 and 2.

Europe

Steady progress was made on the Beijing Metro Line 4 (BJL4) project

A senior operations team was established during the year and


pre-operation planning is well underway. The PPP company
joined hands with the Beijing Communication School to
co-organise operations training classes with the aim of training
qualified operations staff. 268 station controllers, train drivers
and maintenance personnel started the one-and-a-half
years training in September 2007. A detailed operations plan
highlighting the operations model for train services, station
services, customer services, maintenance strategies and staff
training is being formulated.

Our strategy in Europe remains asset light, focusing on


operating concessions in the railway and metro markets. In line
with this, our 50:50 joint venture with the UKs Laing Rail (now
being acquired by Deutsche Bahn group), LOROL, won the
London Overground concession on 19 June 2007 and we took
over the concession on 11 November 2007.
Under this concession, LOROL operates train services on five
existing lines in Greater London for seven years, with an option
for a two-year extension at the discretion of Transport for
London (TfL). The cost-based operating concession, which is
overseen by TfL, will receive an amount of about 700 million
over the lifetime of the contract, which should cover operating
costs and include an expected profit margin for LOROL.

In Shenzhen, we continued to support the Shenzhen Municipal


Government in obtaining final approval for the SZL4 project
from the National Development and Reform Commission. In
the meantime, preparatory work and expanded trial section
work continue with undertakings from the Shenzhen Municipal
Government to reimburse certain of the costs incurred if the
project is not approved. Under the current policy relating to
property development in China, the public sector funding

The winning of the London Overground concession was


a major highlight of the year

Many service improvements are planned for London Overground

London Overground is a semi-orbital route serving West, North


and East London and will be a vital link for the 2012 Olympic
Games. The total route network measures 107.2 kilometres
and under the concession, LOROL will eventually manage 55 of
the 78 stations on the network. Among the five lines, the East
London line is currently undergoing an extensive renovation
and upgrade programme and is scheduled to re-open in 2010.

Some of the service improvements planned for London


Overground include the introduction of a more comprehensive
ticketing system, a phased programme of station upgrades
to improve comfort and security for passengers, as well as the
introduction of a fleet of new trains from 2009. The cost of these
improvements will be paid by TfL, although for station upgrades
certain cost overrun risks will be borne by LOROL.

MTR Corporation Annual Report 2007

66 | 67

Executive Managements Report


Human Resources

Fostering

ONE Company
One Team
In 2007, our priority was to integrate our people as One Company One Team
while ensuring a stable workforce with harmonious staff relations

MTR Corporation Annual Report 2007

68 | 69

Executive Managements Report


Human Resources

Our staff exemplified trust and a mutually supporting working culture in team building

The Companys success has been built on the commitment,


caring service and professionalism of our staff. We have always
regarded people as our most important asset, driving our
business expansion and enabling the Company to adapt to
changes. The Rail Merger created a significant opportunity for us
to integrate as One Company, One Team thereby making the
Company stronger, more energetic, more competitive and more
united as we aspire to be the finest railway company in the world.

Merger Planning and Communication


Merger is about people. One of the key challenges of the year
was the need to maintain a stable workforce during the time
leading up to the Appointed Day, while also ensuring that staff
resourcing for our growth business remained uninterrupted.

As a caring employer, the Company took the interests of staff


into account in the merger process while ensuring fairness and
equity in formulating policies that affect our staff. Staff were
consulted through various channels and great efforts were
made to maintain close communications with them. An internal
newsletter, Merger Update, was published regularly to give
information on major milestones and merger issues, and staff
were kept abreast of progress through letters from the CEO
and Human Resources Director, briefings, a merger hotline and
e-mail. As a result, harmonious staff relations were maintained
throughout the merger process.

One Company, One Team


To provide a platform for staff to learn about the merger process,
reinforce staffs positive mindset and provide an opportunity for
staff from different backgrounds to interact and get to know each
other, a series of Cultural Integration Programmes were launched
for over 12,000 staff. The three main themes of Embracing
Change as Opportunity, One Company, One Team and Taking
Care of Our Customers were successfully communicated to all
staff. These programmes were designed to make the merger
process more transparent and to reduce uncertainties.
To realise the vision of One Company, One Team, we have
communicated to staff before the Appointed Day the alignment
of the employment terms and conditions and the introduction
of one common grading structure. During the integration, we
took the interest of staff as a major consideration and strived
to maintain market competitiveness and to ensure equity
and fairness among various functions and job categories
for over 12,000 staff. Extensive staff communication and
consultation, including staff briefings and publication of printed
materials, were arranged to ensure staff understanding of the
arrangements.
We have also developed comprehensive staffing plans to retain
talents and qualified human resources to meet our business
requirements. We have ensured a fair, effective and equitable
staff selection and appointment process. A Voluntary Separation
Scheme has been launched, which is a win-win approach that
provides an additional option for staff while increasing flexibility
in staffing arrangements so as to minimise the impact on staff.

Caring for the Community


As a caring and responsible organisation, the Company takes its
commitment to the community seriously.

One Common Grading


Structure and
Employment Terms and
Conditions
aligned for 14,134 Staff
452 Staff Communication
Sessions for Merger
99 Cultural Integration
Workshops
for Over 12,000 Staff

Training for Appointed


Day Integrated Operation
Completed

36,225/7,637 Man Days for


Operations/Management
Training respectively

In 2007, staff continued to volunteer in community projects


through the More Time Reaching Community Scheme. The
Scheme provides corporate support for staff to initiate and
participate in community projects. During the year, 86 activities
were organised involving the elderly, the physically and
mentally challenged, underprivileged children and families, and
environmental protection.

86 More Time Reaching


Community Projects
Completed and 1,800 Volunteers
Involved

In recognition of the Companys contributions to society


through employee volunteering, community giving and
providing a safe and family friendly workplace for our staff,
we were again awarded the Caring Company Logo 2007/08
following nomination by eight social service organisations.

Free Flu Vaccination


for All Staff to Safeguard Staff Health

MTR Corporation Annual Report 2007

70 | 71

Executive Managements Report Human Resources

Staff Productivity Turnover Per Operating


Railway Employee
Productivity has shown continuous improvement.
HK$ million

Total Staff Strength


The Company had a greater pool of skilled employees after the Rail Merger to
pursue its business expansion.
Numbers of staff

1.52

1.54

1.57

Offshore employees

14,134

1.40
1.27

China and international


businesses
Station commercial and
rail related businesses
Property and other
businesses

6,629

6,555

6,991

7,363

Projects
Operations
Corporate management
and support departments
For detailed breakdown
on numbers of staff, please
refer to the Ten-Year
Statistics on page 82

2003

2004

2005

2006

2007

2003

2004

2005

2006

2007

Training and Development


2007 was a particularly intensive year for the provision of
training to ensure that staff members have the skills and
expertise they need for the challenges of the merger and the
new era. Timely and comprehensive operations and safety
training provided the requisite knowledge and skills to ensure
staff were competent for the Appointed Day integrated
operation. A series of internal customer service training courses
was organised to cultivate a mutually supportive working
culture. In addition, customer service training focusing on
empathy was launched to all station operators, train staff and
station maintenance staff.

Progressive integration activities such as cookery competition were held to


foster team spirit

In order to meet the future requirements of the Company,


several major initiatives were undertaken to develop
management talents. We trained 2,000 senior and junior
supervisors in Coaching through Empathetic Listening and
conducted a series of important seminars on Doing Business
in China for senior supervisors. The leadership skills of station
supervisors were also tested in a new programme entitled
Being a Service Leader.

Leadership Development
Developing capable staff with high potential at various levels of
the organisation continued to be a priority for creating a pipeline
of management prospects. All 11 young managers in the threeyear Executive Associate Scheme started their new placements
in 2007. In addition, a Mentoring Scheme was launched in which
each Executive Associate was assigned a senior manager as

Train Simulator in Kowloon Bay Training Centre to ensure staff competency

his/her mentor. This served the dual purpose of developing the


Associate as well as our high potential senior managers.

a different culture and to benchmark best practices in their


respective functional areas.

In 2007, a Graduate Trainee Development Task Force comprising


representatives from all key functions was formed to take care
of the Graduate Trainees job placement and development.
Ten Graduate Trainees from the Mainland of China joined the
Company during the year, along with six from Hong Kong SAR.

Support for Growth Business

Other development programmes were undertaken to support


managers with strong career potential. Four senior managers
attended overseas executive development programmes and
three middle managers attended the Ivey Consortium Executive
Programme organised by the Richard Ivey School of Business.
Training programmes were also held in Hong Kong for Mainland
operations managers from our Beijing and Shenzhen investment
projects, along with training for key Mainland staff from our
Shanghai project.
In the CoMET Staff Exchange Programme, two senior supervisory
staff were selected for a six-month secondment to London
Underground. The key objectives of the programme were for
secondees to acquire experience of working in a country with

With the rapid expansion of our activities outside Hong Kong,


we continued to provide proactive training support to offshore
projects such as Shenzhen Metro Line 4, Beijing Metro Line 4
and external consultancy. We also stepped up resourcing efforts
for the timely mobilisation of manpower to support the new
franchise of London Overground.
The China Graduate Trainee Scheme was launched to groom
local talents for our growth business in China. During the year,
ten Graduate Trainees were recruited from leading universities
in China. They started their 12-month intensive training and
placements in Hong Kong in July 2007.
In addition, to develop local metro industry talents in the
Mainland of China, the Company signed cooperation
agreements with Beijing Communication School in December
2007 to co-run a Training Centre to train quality personnel for
the metro industry.

MTR Corporation Annual Report 2007

72 | 73

Financial Review

Operating Profit Contributions


Steady growths were maintained in all segments with
significant profit increase from property development.

The Companys 2007 financial


statements have incorporated
the operating results of
the Rail Merger with effect
from 2 December 2007

in HK$ billion

14.2
11.2
9.1

1.1
6.1

9.1
0.8
5.4

2.9

1.3
8.3

11.0
1.1
5.8

0.9
4.6

3.6

4.0

4.6

4.1

Property ownership,
management and
other businesses
Property development
Railway operations and
related businesses

2003

Review of 2007 Financial Results


The Companys 2007 financial statements have recognised the
Rail Merger which became effective on the Appointed Day of
2 December 2007, together with the post-merger operating
results from 2 December to the year end (Rail Merger effect). In
the profit and loss account, the impacts were primarily reflected
as increases in operating profits, amortisation charge, interest
charge and provision for merger related expenses. On the
balance sheet, the Rail Merger increased total assets mainly from
the recognition of the Service Concession, which includes the
capitalised amount of total annual fixed concession payments
of HK$750 million per year, and the property package acquired,
as well as increased total liabilities by the additional borrowings,
obligations under the Service Concession and other liabilities
arising from the transaction. Payment for the Rail Merger was
mainly financed by additional borrowings. Details of the Rail
Merger impacts to the 2007 financial results are included in the
following discussion.

Profit and Loss


Total revenues for 2007 increased by 12.0% to HK$10,690 million
driven by the strong Hong Kong economy, continued expansion
of our businesses and the Rail Merger effect.
Fare revenue from Domestic Service (including KCR Lines after
the Rail Merger) increased by 5.1% in 2007 to HK$6,213 million
as a result of a 5.7% growth in patronage to 915.8 million and

2004

2005

2006

2007

0.6% decrease in average fare to HK$6.78, which was mainly


due to the fare reduction implemented on the Appointed Day
as well as the lower average fare on KCR Lines. Fare revenue
from Airport Express increased by 7.0% to HK$655 million with
patronage growth of 6.3% to 10.2 million and average fare
increasing 0.8% to HK$64.34. The Cross-boundary, Light Rail,
Intercity and Bus services, which were part of the Rail Merger,
contributed total revenue of HK$247 million and patronage
of 22.4 million. Total fare revenues for the Company therefore
increased by 9.1% to HK$7,115 million.
Revenues from station commercial and rail related businesses
increased by 12.9% in 2007 to HK$1,741 million. With the Rail
Merger and riding on the growing economy and increased
patronage, revenues from advertising and station retail rose
by 11.0% to HK$593 million and 27.6% to HK$499 million
respectively. However, income from telecommunications
decreased by 10.0% to HK$233 million mainly due to the oneoff mobile network upgrade income recognised in 2006, which
was not repeated in 2007, and the decrease in the Companys
revenue sharing as a result of intense price competition and
cannibalisation by 3G mobile services. Consultancy income
decreased slightly by 3.0% to HK$193 million mainly due to
programme delays of some projects caused by the changing
requirements of our customers. Excluding the Rail Merger
effect, which contributed HK$125 million, revenues from station
commercial and rail related businesses would have increased by
4.8% in 2007.

Net Results from Underlying Businesses

Profit from Underlying Businesses Increased

The increase in net profit was brought by sustained rise in


turnover and significant increase in development profit.

43.8% to

HK$8,571 Million

in HK$ billion

Strong Property Development Profit at

16

HK$8,304 Million

14.2
14
12
10

10.7
Turnover

8.6

8
6
4

Operating profit before


depreciation and
amortisation
(after property
development profit)
Net profit excluding
investment property
revaluation
(profit from underlying
businesses)

2
0
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

Net Profit of

HK$15,182 Million
Turnover Increased 12% to

HK$10,690 Million
Net Cash Inflow of

HK$6,122 Million
Rental, management and other revenues increased by 24.3%
in 2007 to HK$1,834 million, comprising HK$1,749 million of
property rental and management income and HK$85 million
of revenues from Ngong Ping 360. With the continued increase
in rental rates, the opening of Phase 1 of Elements at Kowloon
Station and Ginza Mall in Beijing, the expansion of our property
management portfolio and the Rail Merger effect, property
rental and management income recorded strong growth of
23.9%. Excluding the Rail Merger effect, the growth in property
rental and management income would have been 22.3%.

before Rail Merger Payments

Total operating costs, excluding merger related expenses,


increased by 10.1% in 2007 to HK$4,778 million after accounting
for the incremental operating costs following the Rail Merger in
December. Excluding the Rail Merger effect, total operating costs
would have increased by 4.4%. Costs relating to staff, energy
and utilities and stores and spares increased by 9.0%, 6.9% and
8.3% respectively mainly due to the Rail Merger. Operational
rent and rates increased by 52.3% mainly as a result of the Rail
Merger and a one-off income in 2006 from settlement with
the Government on rateable value assessment related to the
Tseung Kwan O Line. Expenses relating to property ownership,
management and other businesses increased by 56.5% mainly
due to business expansion, additional costs for the opening of
new shopping malls, the cable car operation at Ngong Ping 360
and the Rail Merger effect.

Credit Ratings Affirmed

Net Assets Increased 18.6% to

HK$91,037 Million
HK$10 Billion
Syndicated Loan Facility Arranged
on Favourable Terms

after Rail Merger Bill

and Upgraded
along with Hong Kong SAR

MTR Corporation Annual Report 2007

74 | 75

Financial Review

Turnover

Operating Expenses

Revenue increased across the board due to the Rail Merger,


the expanding operations and a strong economy.

The cost increases were in line with business expansions


including the Rail Merger effect.

in HK$ million

in HK$ million

4,778
10,690
9,153
8,351
7,594
988

1,108

1,316
1,555

5,932

6,282

1,834

3,847

1,476

455
49
549
605

1,741
1,542

1,311

1,117
5,489

9,541

4,340

6,523

7,115

546
Rental, management and
other revenue

1,643

3,822

4,052
543

398
167
522

142
596

645

616

544
1,546

495
267
755

346
268
950
836

631

541

539

1,614

1,653

576
1,802

2005

2006

2007

Operating profit from railway and related businesses before


depreciation, amortisation and merger related expenses
therefore increased by 13.7% to HK$5,912 million. It is
estimated that the Rail Merger effect contributed approximately
HK$284 million to such operating profit. Operating margin
increased from 54.5% in 2006 to 55.3%.
With the continued rise in property prices, the number of
property projects completed in the year and profit recognition
for Le Point (where costs relating to that project were recognised
in 2006), property development profit for 2007 increased
significantly to HK$8,304 million from HK$5,817 million in 2006.
Income from surplus proceeds amounted to HK$7,077 million
mainly relating to Le Point at Tiu Keng Leng Station and to a
lesser extent, Harbour Green at Olympic Station and Caribbean
Coast at Tung Chung Station. Deferred income recognised
amounted to HK$1,224 million mainly from Coastal Skyline and
Caribbean Coast at Tung Chung Station and the fit-out works for
Elements at Kowloon Station.
Operating profit before depreciation and amortisation
therefore increased 29.0% to HK$14,216 million. Depreciation
and amortisation charges for 2007 increased by 2.4% to
HK$2,739 million due to the additional amortisation charge on
Service Concession assets related to the Rail Merger as well as
the full year depreciation charge on Ngong Ping 360 and other
assets added to the network. After deducting merger related
expenses of HK$193 million, operating profit before interest and
finance charges increased by 35.2% to HK$11,284 million.

Station commercial,
property related and other
business expenses

Energy and utilities


Staff costs

Fare revenue

2004

Project study and business


development expenses

Repairs, maintenance and


consumables

Station commercial and


rail related revenue

2003

Other railway expenses

2003

2004

2005

2006

2007

Due to substantial cash inflows during the early part of the


year, interest and finance charges for 2007 declined by 5.9%
to HK$1,316 million despite an increase in borrowings to fund
the Rail Merger in December 2007 and an increase in average
borrowing cost to 5.6% as compared to 5.5% in 2006. The gain
from the increase in market value of investment properties
amounted to HK$8,011 million before tax, which included
HK$311 million of value appreciation on the investment
properties acquired in the Rail Merger. The post-tax valuation
gain on investment properties was HK$6,609 million.
As part of the Rail Merger, the Company acquired certain
property holding and other subsidiaries from KCRC. This
combined with the takeover of operations of Ngong Ping
360 resulted in a net gain of HK$187 million, mainly due
to increases in market value, as at the Appointed Day, of
investment properties held by those subsidiaries in excess of
their purchase considerations. The Companys share of net
profit of associates amounted to HK$99 million, including
HK$97 million from Octopus Holdings Limited and HK$2 million
from London Overground Rail Operations Ltd. Tax expenses,
comprising mainly non-cash deferred tax provision, amounted
to HK$3,083 million based on the current standard Hong
Kong Profits Tax rate of 17.5%. Net profit for the Group in
2007 increased by 95.7% to HK$15,182 million, of which
HK$15,180 million was attributable to equity shareholders.
Earnings per share correspondingly increased from HK$1.41 in
2006 to HK$2.72 in 2007.

Operating Margin

Fixed Assets Growth

Operating margin has improved steadily over the years.

Significant surplus on property revaluation and additions of Service Concession assets


and investment properties after the Rail Merger accounted for the growth in fixed assets.

Percentage

in HK$ billion

60

132.4

55.3

15.3

50
40

27.9

30

103.3

99.7

96.9
14.2

18.9

22.8

82.7

80.8

80.5

106.9
26.3

80.6

38.1

79.0

Operating margin
(before depreciation and
amortisation)

20

Service Concession assets

Operating margin
(after depreciation,
amortisation and merger
related expenses)

10

2003

2004

2005

2006

2007

Excluding investment property revaluation and the related


deferred tax provision, the underlying profit for the Group
increased by 43.8% from HK$5,962 million in 2006 to
HK$8,571 million. Earnings per share based on underlying profit
increased by 42.6% from HK$1.08 in 2006 to HK$1.54 in 2007.
In view of the good financial performance in 2007, the Board
has recommended a final dividend of HK$0.31 per share which,
when added to the interim dividend of HK$0.14, will give a
total dividend of HK$0.45 per share for 2007, representing
an increase of HK$0.03 or 7.1% compared to 2006. The final
dividend, amounting to HK$1,740 million in total, offers a scrip
dividend option to all shareholders except those with registered
addresses in the United States of America or any of its territories
or possessions. As in previous years, The Financial Secretary
Incorporated (FSI) has agreed to receive its entitlement to
dividends in the form of shares to the extent necessary to ensure
that a maximum of 50% of the Companys total dividend will be
paid in cash.

Balance Sheet
The Groups balance sheet strengthened further in 2007 with
an 18.6% increase in net assets from HK$76,786 million as at 31
December 2006 to HK$91,037 million as at 31 December 2007.
Total fixed assets increased from HK$106,943 million in 2006 to
HK$132,417 million as at 31 December 2007 mainly attributable

Investment properties
Other property, plant and
equipment

2003

2004

2005

2006

2007

to the addition of Service Concession assets and investment


properties from the Rail Merger together with the surplus
from investment property revaluation. Stores and spares
increased from HK$272 million in 2006 to HK$642 million as
at 31 December 2007 again mainly due to the acquisition of
inventories from KCRC in the Rail Merger.
Railway construction in progress increased from HK$232 million
in 2006 to HK$424 million as at 31 December 2007 as a result of
the additional construction works for the new station at LOHAS
Park project, partly offset by the transfer-out of the project
costs on the SkyPlaza Platform at Airport Terminal Two upon its
completion in February 2007.
Property development in progress increased significantly from
HK$3,297 million in 2006 to HK$9,066 million as at
31 December 2007, mainly due to the acquisition costs of
property development rights in the Rail Merger. Properties held
for sale as at 31 December 2007 amounted to HK$756 million,
comprising mainly unsold residential units at Harbour Green in
Olympic Station and The Arch at Kowloon Station.
Property management rights acquired in the Rail Merger
amounted to HK$40 million, which was carried as an asset on the
balance sheet subject to amortisation charge over the duration
of the management contracts acquired.
Derivative financial assets and liabilities, representing the
fair value of derivative financial instruments, were recorded

MTR Corporation Annual Report 2007

76 | 77

Financial Review

Cash Utilisation

Debt Servicing Capability

Cash outflows for Rail Merger in 2007 was met by surplus from operations and
additional borrowings.

Total debt outstanding including obligations under Service Concession increased


in 2007 due to the Rail Merger with a corresponding increase in gearing.

in HK$ billion
Source of Cash

Use of Cash

16.9

5.8

10.0

Source of Cash

16.9
0.1
11.6

5.1

6.0

5.4

Receipts from property


developers and
purchasers
Operating activities

10.0

Use of Cash

0.2
4.0

0.2
4.4

Net borrowings

Others, net
Loan to a property
developer

0.1
1.2
1.6
2.9

1.2
1.5
2.5

Merger
Dividends paid
Interest paid

9.0

45
40

35

32

30
25

2007

2006

2007

at HK$273 million and HK$192 million respectively as at


31 December 2007 as compared to HK$195 million and
HK$515 million respectively in 2006. The movements were
mainly due to lower US interest rates and the weaker Hong Kong
dollar forward exchange rates during the period, resulting in an
increase in mark-to-market value of the Groups interest rate
and currency fair value hedges.
Debtors, deposits and payments in advance increased
significantly from HK$1,894 million in 2006 to HK$5,167 million
as at 31 December 2007 primarily due to the increase in
amounts receivable from pre-sale of residential units in Le Point
at Tiu Keng Leng Station.
Total loans outstanding increased from HK$28,152 million in
2006 to HK$34,050 million as at 31 December 2007 mainly due
to increased borrowing to fund the initial payments for the
Rail Merger.
As at 31 December 2007, the amount due to KCRC was
HK$975 million mainly in connection with the cost of property
enabling works for KCRC property development sites that have
not been tendered as well as a small amount of provision for the
HK$750 million fixed annual payment for the Service Concession
accrued for 2007. Reimbursement for such property enabling
works will be received from developers on tender and will be
paid to KCRC. In recognising the discounted present value of the
total fixed annual payments as a Service Concession asset, an
equivalent amount has been taken into account as obligations

7
6

55.2

20

48.5

48.6
39.9

15

36.3

4
3

10

Capital expenditure

2006

2003

2004

2005

2006

EBITDA/total debt
outstanding
Percent (left scale)
Interest cover
Times (right scale)
Net debt-to-equity ratio
Percentage

2007

under the Service Concession, the balance of which at the year


end was HK$10,685 million.
Creditors, accrued charges and provisions as at the end of 2007
amounted to HK$5,412 million as compared to HK$3,639 million
in 2006. The increase was mainly attributable to the transfer
of deposits on leases and certain other liabilities from KCRC in
accordance with the Rail Merger agreements.
Deferred income decreased from HK$1,682 million in 2006 to
HK$515 million as at 31 December 2007, which relates primarily
to profit to be recognised from Tung Chung and Kowloon
station development packages in accordance with the progress
of property construction and pre-sales, as well as income to
be recognised in connection with the lease out and lease back
transaction on certain passenger cars.
With the recognition of tax on the profit for the year, including
deferred tax provision for property revaluation, deferred tax
liabilities increased from HK$9,453 million to HK$12,574 million.
Share capital, share premium and capital reserve increased by
HK$1,189 million to HK$39,828 million at the end of 2007 as
a result of shares issued for scrip dividend and share options
exercised. Together with increases in fixed asset revaluation
and other reserves of HK$214 million and retained earnings net
of dividends of HK$12,844 million, total equity attributable to
equity shareholders increased from HK$76,767 million in 2006
to HK$91,014 million as at 31 December 2007. Including the

Sources of Borrowing
Although Hong Kong is our main market, our strategy is to diversify our funding
sources and maintain ready access to other important international markets.

Use of Interest Rate and


Currency Risk Hedging Products
The Company is an active user of derivative financial instruments, and has a
strict policy of limiting their use for hedging purposes only.
Percentage* (As at 31 December 2007)

Percentage (As at 31 December 2007)

10
12

33

25

31

2007
34

1
12

2006

62
65

68
1

By market

14

39

34

20

31

49

21

27

By instrument

Hong Kong

US$ Global bonds

US

Medium term notes

Japan

US$ Eurobonds

Europe

HK$ bonds

Asia (excluding Japan)

Bank loans & export credits

obligations under the Service Concession as a component of


debt, the Groups net debt-to-equity ratio increased from 36.3%
at 2006 year end to 48.5% at 2007 year end.

Cash Flow
Net cash inflow generated from railway and related activities
increased from HK$5,387 million in 2006 to HK$5,965 million for
the year, while cash receipts from developers and purchasers
in respect of property development projects also increased
from HK$4,400 million in the previous year to HK$5,824 million.
Outflows for capital project payments, interest expenses,
working capital and dividend payments amounted to
HK$5,667 million, as compared to HK$5,925 million for the
previous year. Hence, before upfront payments for the Rail
Merger, the Company had recorded a net cash inflow of
HK$6,122 million compared to HK$3,862 million in 2006. After
including the upfront payments of HK$12,040 million for the Rail
Merger, and receipts of HK$786 million in respect of net cash
for the assumption of certain KCRC assets and liabilities on the
Appointed Day, there was a cash deficit of HK$5,132 million,
which was financed by an increase in debt of HK$5,401 million.
Cash balances at the year end increased by HK$269 million.

Financing Activities
New Financings
In 2007, Hong Kong continued to benefit from robust economic
growth and a buoyant stock market, and saw continued
significant capital flows into the local banking system. In the
first eight months of the year, the U.S. Federal Reserve (the Fed)

By instrument

By maturity

Interest rate swaps

Beyond 5 years

Cross currency & interest rate swaps

2 to 5 years

Foreign exchange forwards

Within 2 years

* Calculated based on nominal value

maintained the Fed Funds target rate at 5.25%, but throughout


this period Hong Kong interest rates gradually rose on the
back of significant funding demand for financing IPO activities,
narrowing the differential with U.S. rates. However, the Fed
began to aggressively cut the Fed Funds rate in September due
to the potential impact of the subprime mortgage crisis. These
actions, comprising rate cuts both at and in-between Federal
Open Market Committee meetings, brought the Fed funds
rate down from 5.25% to 2.25% as of 18 March 2008. These
aggressive cuts, together with a slowdown in IPO activities and
lacklustre stock market performance closer to the year end,
caused Hong Kong rates to decline after reaching their peaks
in October.
The Groups main financing activity was a HK$10 billion
syndicated loan facility signed in October 2007 with a group
of 19 major banks from Hong Kong, Mainland of China, Japan,
Europe and the U.S., to meet our general corporate funding
requirements, including partial settlement of the upfront
payment to KCRC for the Rail Merger. This dual-tranche facility
comprised a HK$3 billion 3-year term loan facility and a HK$7
billion 5-year revolving/term loan facility. The pricing and terms
of the loan facility were amongst the most favourable in the
Hong Kong dollar syndicated loan market, reflecting the strong
financial position of the Group and the banking communitys
confidence in the Groups prospects.
As at the end of 2007, the Group had total undrawn committed
facilities of HK$6.3 billion. With strong positive operating cash

MTR Corporation Annual Report 2007

78 | 79

Financial Review

Preferred Financing Model and Debt Profile


The Preferred Financing Model exemplifies the Companys prudent approach to
debt management and helps ensure a well balanced debt portfolio.

Investment in New Railway Lines and Existing


Network in Hong Kong
Projected capital expenditures between 2008-2010, based on existing network
and committed projects, are estimated at HK$11.2 billion.
in HK$ billion

(Preferred Financing Model) vs. Actual debt profile As at 31 December 2007

Plan
5.1

Source
in percentage

(50-80) 67

(20-50) 32

4.6

(0-15) 0.6
Export credits
(0-10) 0.4
Short term loans and overdrafts

Capital market instruments


Medium term loans

2.9

4.4

2.0

2.9

3.5
Interest rate base
in percentage

(40-60) 53
Fixed rate

3.1

(40-60) 47

Floating rate
2.0

Maturity
in percentage

Currency
in percentage

(20-50) 46

(10-40) 24
Within 2 years

2 to 5 years

0.1
1.0 1.5
1.4
0.2
0.1
0.2
0.4
0.1
1.0
0.9
0.9

(30-60) 30
Beyond 5 years

0.4
0.4
0.2
0.2
1.9

0.2
0.8
2.5

Tseung Kwan O Line


further capital works

2.6

West Island Line

2.2
1.5

(70-100) 99.7
HK$

US$

GBP

0.2
(0-30) 0.1

flows projected for 2008 and 2009, these undrawn facilities


would be used mainly for contingency purposes or to meet
unexpected demands, if any.

Cost of Borrowing
Despite higher interest rates in the first half of the year, average
borrowing cost in 2007 rose only slightly to 5.6% from 5.5%
in 2006 due to the Groups prudent use of fixed and floating
rate debt, as well as lower interest rates towards the year end.
However, gross interest and finance charges (before interest
income and impact from derivative financial instruments)
decreased to HK$1,580 million in 2007 from HK$1,685 million
in 2006; the amount in 2007 also includes HK$60 million of
notional interest relating to the capitalisation of the total fixed
annual payments from the Rail Merger.

Risk Management
The cornerstone of our financing and risk management practices
is our well-established Preferred Financing Model, which
guides our financing and hedging activities by specifying the
preferred mix of fixed and floating rate debt, the permitted level
of currency exposure, a well-balanced spread of maturities, the
use of different types of financing instruments, and an adequate
length of financing horizon. With this disciplined and systematic
approach, the Group was able to maintain a well diversified debt
portfolio with adequate forward coverage of our future funding
requirements.

Airport Railway futher


capital works
Disneyland Resort Line,
Tung Chung Cable Car
and other projects
Urban Lines

2005 2006 2007 2008 2009 2010 2011 2012

The Group remains an active corporate user of derivative


financial instruments to manage our debt portfolio based on
the policy that such instruments can only be used for hedging
purposes to reduce exposure to interest rate and currency risks,
and not for speculation or trading purposes. To monitor and
control counterparty risk exposure, Company policy requires
all counterparties to have a minimum credit rating of A-/A3,
and that exposure limits be assigned to these counterparties in
accordance with their credit ratings. In addition, the Company
adopts a risk monitoring framework based on the widely
accepted value-at-risk methodology, and an expected loss
concept to further quantify and monitor those exposures.

Credit Ratings
The Company was the first Hong Kong corporate entity to
obtain internationally recognised credit ratings and has since
maintained strong ratings on a par with the Hong Kong SAR
Government based on our strong credit fundamentals, prudent
financial management and continuous Government support.
In May, our foreign currency issuer and senior unsecured debt
ratings of Aa3 were placed on review for possible upgrade by
Moodys following its decision to place the Hong Kong SAR
Governments Aa3 rating on review for possible upgrade.
Following the passage of the primary legislation for the Rail
Merger Bill by LegCo on 8 June 2007, Moodys on 16 July

2007 affirmed the Companys current ratings of Aa3 whilst


continuing with the upgrade review process opining that
the Companys sound credit standing would remain after the
merger. The Companys ratings were subsequently upgraded to
Aa2 with a stable outlook on 26 July 2007, following the rating
agencys decision to upgrade the ratings of the Hong Kong SAR
Government to Aa2.
Also on 16 July 2007, Standard & Poors affirmed the Companys
local and foreign currency long-term credit ratings at AA with
a stable outlook and its A-1+ short-term corporate credit rating
after considering the terms of the merger transaction and the
strong support from the Government. Subsequently on 26 July
2007, the rating agency revised the outlook of the Companys
AA ratings to positive from stable, in line with its revision of the
outlook on the Hong Kong SARs sovereign rating.
Credit ratings
Standard & Poors
Moodys
Rating and Investment
Information, Inc.
*

Short-term ratings*
A-1+/A-1+

Long-term ratings*
AA/AA

/P-1

Aa2/Aa2

a 1+/

AA/AA

Ratings for Hong Kong dollar/foreign currency denominated debts respectively

On 2 July 2007, Rating & Investment Information, Inc. of Japan


affirmed the Companys foreign currency and Hong Kong
dollar issuer ratings at AA with a stable outlook and short-term
rating at a 1+, citing the content of the Rail Merger as being
reasonable to the Company. Subsequently, on 10 October 2007,
the rating agency announced it had revised the Companys
ratings outlook to positive whilst affirming its foreign currency
and Hong Kong dollar issuer ratings at AA and short-term rating
at a 1+.

Financial Planning
We continued to use our comprehensive long-term financial
planning model, which is based on well-established
methodologies, to plan our railway operations and to
evaluate new projects and investments. The model subjects
all investment proposals to rigorous evaluations that take into

account our weighted average cost of capital and required rate


of return. To ensure our assumptions are realistic and robust,
we also carefully review all key assumptions used in the model
regularly and conduct sensitivity analyses taking into account
present business and economic conditions as well as different
scenarios in the future. To manage our cost of capital effectively,
detailed assessment of our funding requirements and capital
structure is conducted on a regular basis.

Financing Capacity
The Groups current projected capital expenditure programme
comprises three parts railway projects in Hong Kong,
property projects in Hong Kong, and overseas investments.
Capital expenditure for railway projects in Hong Kong consists
mainly of investment in new railway projects, such as the West
Island Line and the new station at LOHAS Park, and capital
outlays for sustaining and upgrading the existing railway. For
property projects, it comprises mainly the remaining fit-out
works for Elements, fit-out works for the Tseung Kwan O Area
56 retail shells, and common infrastructure works for Area 86
development sites. For overseas investments, it consists mainly
of capital expenditure for Shenzhen Metro Line 4 and further
equity injections into Beijing Metro Line 4 public-privatepartnership in the Mainland of China. Based on the current
programmes, total capital expenditures for the next three
years between 2008 and 2010 are estimated at HK$11.2 billion
for railway projects in Hong Kong, HK$1.1 billion for property
investment in Hong Kong, and HK$5.9 billion for overseas
investments, the bulk of the latter relates to Shenzhen Metro
Line 4 if and when it is approved. These estimates, however,
have not included the project costs of South Island Line (East)
and the Kwun Tong Line extension in Hong Kong, where the
bulk of such costs will be incurred after 2010.
With our strong financial position and robust cash flows, we are
of the view that we will have sufficient financing capacity to fund
the projected capital expenditure and to capture other potential
investment opportunities.

MTR Corporation Annual Report 2007

80 | 81

Ten-Year Statistics
2007*

2006*

2005*

2004*

2003*

2002*

2001*

2000*

1999

1998

Financial
Profit and loss account in HK$ million
Turnover

10,690

9,541

9,153

8,351

7,594

7,686

7,592

7,577

7,252

6,981

Operating profit before


depreciation and amortisation

14,216

11,018

11,246

9,097

9,116

7,769

7,301

7,290

5,523

4,720

Depreciation and amortisation

2,739

2,674

2,682

2,499

2,402

2,470

2,178

2,091

2,039

1,426

Interest and finance charges

1,316

1,398

1,361

1,450

1,539

1,125

874

1,143

1,104

475

Increase in fair value (net of deferred tax)


on investment properties

6,609

1,797

2,310

2,051

15,182

7,758

8,463

6,543

4,450

3,579

4,278

4,069

2,116

2,819

2,522

2,328

2,299

2,259

2,215

2,161

2,118

500

2.72

1.41

1.55

1.23

0.85

0.70

0.85

0.81

0.42

120,421 113,666 106,674 102,366 101,119

98,126

92,565

87,250

82,104

Profit
Dividend proposed and declared
Earnings per share in HK$
Balance sheet in HK$ million
Total assets

155,668

Loans, obligations under finance


leases and bank overdrafts

34,050

28,152

28,264

30,378

32,025

33,508

31,385

27,203

23,177

16,897

Obligations under service concession

10,685

515

1,682

3,584

4,638

5,061

6,226

8,411

10,403

13,776

15,970

91,014

76,767

69,785

61,892

57,292

53,574

53,893

50,355

45,115

42,601

Operating margin

55.3

54.5

55.7

54.2

49.3

52.2

53.4

51.7

48.2

47.3

Non-fare revenue as a percentage


of turnover

33.4

31.6

31.4

29.0

27.7

25.6

24.6

24.6

22.2

22.1

Net debt-to-equity ratio

48.5

36.3

39.9

48.6

55.2

59.3

57.8

53.7

51.2

37.8

Net debt-to-equity ratio


(excluding revaluation reserves)

49.2

36.7

40.3

48.9

62.6

67.4

66.0

61.8

58.3

42.9

9.0

6.7

7.6

6.1

5.6

4.5

3.8

3.8

3.7

5.1

1,530

823

810

792

793

824

870

911

967

1,203

305

82

82

67

61

62

60

55

64

114

8,770

4,521

4,600

4,669

4,730

4,836

4,756

4,943

5,132

5,890

942

260

242

362

398

546

973

898

912

1,105

1,141

832

688

660

642

618

567

519

456

468

135

112

83

1,311

733

486

14,134

7,363

6,991

6,555

6,629

6,891

7,231

7,332

7,537

8,786

Deferred income
Total equity attributable to
equity shareholders
Financial ratios in percentage

Interest cover in times

Employees
Corporate management and support
departments
Station commercial and rail related
businesses
Operations
Projects
Property and other businesses
China and international businesses
Offshore employees
Total
*

Consolidated results

New accounting standard requirement

2007*

2006*

2005*

2004*

2003*

2002*

2001*

2000*

1999

1998

94,704
19,394

94,260
9,011

Railway Operations
Revenue car km operated in thousands
Domestic and Cross-boundary
Airport Express
Light Rail

128,041
19,956
755

115,784 114,449 114,364 112,823 103,318


20,077 17,122 16,081 15,227 19,467

Total number of passengers in thousands


Domestic Service
Cross-boundary Service
Airport Express
Light Rail
Bus
Intercity

915,755
8,243
10,175
11,100
2,757
285

866,754 857,954 833,550 770,419 777,210 758,421 767,416 779,309 793,602

9,576
8,493
8,015
6,849
8,457
9,022 10,349 10,396
3,928

96,751
19,458

92,199
19,557

Average number of passengers


in thousands

Domestic Service weekday average


pre-merger
post-merger
Cross-boundary Service daily average
Airport Express daily average
Light Rail weekday average
Bus weekday average
Intercity daily average
Average passenger km travelled
Domestic and Cross-boundary
Airport Express
Light Rail
Bus
Average car occupancy number of passengers
Domestic and Cross-boundary
Airport Express
Light Rail

2,595**
3,544
275
28
380
98
10

2,523

26

2,497

23

2,403

22

2,240

19

2,261

23

2,231

25

2,240

28

2,284

29

2,326

22

7.9
29.5
3.0
4.6

7.7
29.7

7.6
30.4

7.7
30.2

7.7
29.7

7.6
29.9

7.4
29.8

7.3
29.7

7.4
29.9

7.4
31.2

58
15
45

58
14

57
15

56
15

53
13

57
13

58
14

61
16

61
16

62
14

Proportion of franchised public


transport boardings in percentage

41.6^^

25.0

25.2

24.8

24.3

23.5

23.5

24.1

25.2

25.7

HK$ per car km operated (all services)


Fare revenue
Railway operating costs
Railway operating profit

47.8
21.6
26.2

48.0
22.1
25.9

47.7
22.8
24.9

45.5
22.3
23.2

42.9
22.5
20.4

46.6
22.8
23.8

49.3
24.6
24.7

51.1
26.8
24.3

49.4
27.3
22.1

52.7
29.2
23.5

HK$ per passenger carried (all services)


Fare revenue
Railway operating costs
Railway operating profit

7.50
3.39
4.11

7.44
3.43
4.01

7.25
3.47
3.78

7.05
3.45
3.60

7.06
3.70
3.36

7.28
3.57
3.71

7.46
3.72
3.74

7.35
3.85
3.50

7.14
3.94
3.20

6.82
3.78
3.04

989

826

748

701

641

690

686

748

859

842

1.05

0.94

0.86

0.83

0.82

0.88

0.89

0.96

1.09

1.05

26

23

31

25

33

24

39

36

49

65

0.54

Safety Performance
Domestic, Cross-boundary
and Airport Express
Number of reportable events^
Reportable events per million
passengers carried^
Number of staff and contractors
staff accidents
Light Rail
Number of reportable events^
Reportable events per million
passengers carried^
Number of staff and contractors
staff accidents

** The figure covers the pre-merger MTR Lines up to 1 December 2007.


^^
The figure is for December 2007. Proportion of franchised public transport boardings for the full year of 2007 is 26.7%.
^
Reportable events are occurrences affecting railway premises, plant and equipment, or directly affecting persons (with or without injuries), that are reportable to
the Secretary for Transport and Housing, Government of the Hong Kong SAR under the Mass Transit Railway Regulations, ranging from suicides/attempted suicides,
trespassing onto tracks, to accidents on escalators, lifts and moving paths.
#
Before the Rail Merger on 2 December 2007, the Companys rail operations comprised MTR Lines and Airport Express. After the Rail Merger, our Domestic Service
comprised MTR Lines and KCR Lines (East Rail Line excluding Cross-boundary, West Rail Line and Ma On Shan Line). Also after the Rail Merger we gained new passenger
services for Cross-boundary Service, Light Rail, Bus and Intercity.
* Consolidated results

MTR Corporation Annual Report 2007

82 | 83

Investor Relations
Investors and MTR Corporation
The Company is committed to maintaining good relations with
its wide base of institutional and retail investors. We believe that
shareholder value can be enhanced by clearly communicating
the Companys corporate strategies, business development and
future outlook through a continuous and active dialogue with
existing and potential investors.
To communicate clearly and effectively, the Company aims
to provide regular, full and timely information on corporate
developments that may affect the interests of shareholders,
lenders and bondholders.
As a result of this commitment, for over two decades in the
international capital markets, the Company has demonstrated a
high standard of corporate governance and disclosure, becoming
recognised as a leader in investor relations practices in Asia.

Extraordinary General Meeting (EGM)


for the Rail Merger
An EGM was held on 9 October 2007 to vote on the Rail Merger
with KCRC. Only shareholders independent of the Hong
Kong Government were eligible to vote at the EGM. Those
independent shareholders who voted, voted overwhelmingly by
82.3% in support of the Rail Merger.
Communications were enhanced during the period through
different channels to provide transparent and comprehensive
information on the Rail Merger to shareholders. In addition to
the issuance of the EGM Circular, a dedicated hotline, a website
and public notices were also made available to our shareholders.

Communicating with Institutional Investors


Our pro-active approach to investor relations has made the
Company one of the most widely covered companies in Hong
Kong. A number of local and international research houses
currently publish reports on the Company on a regular basis
and we are also followed by analysts from a wide range of
buy-side institutions.
Management remains dedicated to maintaining an open
dialogue with the investment community to ensure a thorough
understanding of the Company and its business strategies. The
Company participates in a number of major investor conferences
and pro-actively organises other non-deal investor roadshows to
maintain good communications with our investors. In total, over
270 meetings were held with institutional investors and research
analysts in Hong Kong and overseas in 2007.

Retail Shareholder Programmes


The Company greatly values the long-standing shareholder
support from our many individual shareholders. Following

success with shareholder programmes in previous years, in 2007


shareholders were able to enjoy various exclusive benefits, such
as ticket discounts on Airport Express, discount coupons for
SkyPlaza at the Hong Kong International Airport, a promotion
for the opening of Elements shopping centre, and rights to
purchase an exclusive MTR Crystal Train Set.

Access to Information
To ensure all shareholders have equal and timely access to
important company information, the Company makes extensive
use of the company website to deliver up-to-date information.
English and Chinese versions are available for both annual and
interim reports. Full and summary versions are also available for
annual reports only. These reports, together with other stock
exchange filings, are also accessible on the corporate website.
The Companys dedicated hotline to answer individual
shareholders enquiries handled more than 28,000 such calls
in 2007.

Index Recognition
The Companys position in the Hong Kong market as a blue chip
stock with a sizeable market capitalisation and a high degree of
liquidity is affirmed through the continued inclusion of our stock
in some of the most important benchmark indices. The stock is
currently a constituent member of the Hang Seng Index, MSCI
Index and FTSE Index series.
Since 2002, our achievements in the areas of corporate social
responsibility and sustainability have been recognised by both
the Dow Jones Sustainability Index and the FTSE4Good Index.
The Company remains one of the few companies in Hong
Kong that is able to meet and maintain the globally recognised
standards required for inclusion in these indices.

Market Recognition
For the 19th consecutive year the Companys 2006 Annual
Report achieved recognition in the Hong Kong Management
Association (HKMA) Annual Report Awards, with the report
winning the Bronze Award in the General Category. The
Company also won a citation for Achievement for Design in
the General Category. Our Sustainability Report 2006, named
Convergence, received the Runner Up prize in the Hong Kong
Association of Chartered Certified Accountants (ACCA) Awards
for Sustainability Reporting 2007. The Company is being
recognised as a Sustainability Leader in the global travel and
tourism industry sector, with the winning of the Silver Class
Award from SAM (Sustainable Asset Management). During the
year, the Company was also awarded Highly Commended
Grand Prix for overall investor relations at a Hong Kong
Company large cap and Best investor relations officer from
IR Magazine.

Key Shareholder Information


Financial Calendar 2008
Announcement of 2007 results
Last day to register for 2007 final dividend
Book closure period

11 March
7 April
8 to 15 April
(both dates inclusive)
29 May
On or about 18 June
August
October
31 December

Annual General Meeting


2007 final dividend payment date
Announcement of 2008 interim results
2008 interim dividend payment date
Financial year end

Dividend per share

(in HK$)

2006 Final Dividend


2007 Interim Dividend
2007 Final Dividend

0.28
0.14
0.31

ADR Level 1 Programme


Ordinary share to ADR ratio
Depositary Bank

10:1
JP Morgan Depositary Receipts
4 New York Plaza, 13th Fl.
New York,
NY 10004

Stock Codes

Principal Place of Business and Registered Office

Ordinary Shares

MTR Corporation Limited, incorporated and domiciled in Hong Kong


MTR Headquarters Building, Telford Plaza, Kowloon Bay, Kowloon, Hong Kong

The Stock Exchange of Hong Kong


Reuters
Bloomberg

66
0066.HK
66 HK

ADR Level 1 Programme

MTRJY

Telephone: (852) 2993 2111


Facsimile: (852) 2798 8822

Share Information

Annual Report 2007

Listing

Shareholders can obtain copies of our annual report by writing to:

MTR Corporation Limiteds shares are listed on the Stock Exchange of


Hong Kong. In addition, shares are traded in United States through an
American Depositary Receipt (ADR) Level 1 Programme sponsored by JP
Morgan Depositary Receipts.

Computershare Hong Kong Investor Services Limited,


Rooms 1806-1807, 18th Floor, Hopewell Centre,
183 Queens Road East, Wan Chai, Hong Kong
If you are not a shareholder, please write to:

Ordinary Shares (as at 31 December 2007):


Shares outstanding
5,611,057,035 shares
Hong Kong SAR Government Shareholding: 4,301,750,382 shares (76.67%)
Free float:
1,309,306,653 shares (23.33%)

Corporate Relations Department, MTR Corporation Limited


MTR Headquarters Building, Telford Plaza, Kowloon Bay,
Kowloon, Hong Kong

Nominal Value
HK$1 per share
Market Capitalisation (as at 31 December 2007) HK$161,037 million

Our annual/interim reports and accounts are also available online at our
corporate website at http://www.mtr.com.hk

Shareholder Services

Share Price Performance


160

Any matters relating to your shareholding, such as transfer of shares,


change of name or address, and loss of share certificates should be
addressed in writing to the Registrar:

30

140

25

Computershare Hong Kong Investor Services Limited


Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queens Road East, Wan Chai, Hong Kong

120
20
100
15

80

10

60

MTR share price


relative to HSI
Relative Index (left scale)
MTR share price
HK$ (right scale)

2007 Jan

June

Dec

Telephone: (852) 2862 8628


Facsimile: (852) 2529 6087

Shareholder Enquiries
Our enquiry hotline is operational during normal office hours:
Telephone: (852) 2881 8888

Dividend Policy
Subject to the financial performance of the Company, we expect to
pay two dividends each financial year with interim and final dividends
payable around October and June respectively.

Investor Relations
For enquiries from institutional investors and securities analysts,
please contact:
Investor Relations Department, MTR Corporation Limited
MTR Headquarters Building, Telford Plaza, Kowloon Bay,
Kowloon, Hong Kong
Email: investor@mtr.com.hk

MTR Corporation Annual Report 2007

84 | 85

Sustainability
As a leader among Asian corporations and rail companies
worldwide in implementing sustainable development,
the Company continues to enhance the business case for
sustainability and reinforce our reputation for best practice.
Our objective remains to create value for stakeholders through
sustainable competitive advantage. We aim to achieve this by
means of a dynamic interaction between focused strategy, cost
leadership and value-added services. In 2007, we continued to
apply these principles to drive our business and the merger.

The Company was recognised as a Sustainability Leader


within the global travel and tourism industry sector, with its
winning of the Silver Class Award from SAM (Sustainable Asset
Management) for our ability to manage related risks and seize
associated opportunities. Our Sustainability Report 2006 was
also accredited the Runner Up - Best Sustainability Report by
the Association of Chartered Certified Accountants (ACCA) Hong
Kong. This award is the fifth consecutive year our reporting has
won awards from the ACCA.

Sustainability as Business Vision

Global Benchmarks

The framework in which we guided the Companys business


focused on our Diamond Vision for embedding sustainability
and corporate social responsibility (CSR) programmes into all
of our operations: people, process, strategy and community.
This allowed us to continue stewarding the community asset,
creating value for our stakeholders, and delivering safe and
reliable transport to Hong Kong and beyond while transforming
communities along the rail network into modern, thriving urban
centres and economic hubs. The rail-to-people, people-to-rail
philosophy behind this strategy demonstrates our integrated
approach to how we plan, design and deliver our services.

As a prominent listed company, it is important for us to proactively maintain membership of international benchmarks
that promote and measure sustainability such as the DJSI,
FTSE4Good and Ethibel indices. We also participate each year
in major best practice reporting exercises under the Global
Reporting Initiative (GRI), CoMET (Community of Metros), and
The World Economic Forum.

Sustainability Report 2006/07


The seventh Sustainability Report, published by the Company
in 2006, presented a progress chart of our sustainability journey
from 2001 to 2006. For continuous improvement in 2007 and
beyond, building capability and creating value have been the
focus of our sustainability and CSR activities. Building capability
was addressed through the development and implementation
of common directions, recognising and rewarding sustainable
actions, and encouraging continuous learning. Specific
initiatives and achievements during the year can be found in our
Sustainability Report 2007 and our sustainability website
www.mtr.com.hk/sustainability.

Climate Change
The Company is in full support of the Governments clean-air
initiatives and is committed to making a leading contribution to
the Action Blue Sky Campaign launched by the Chief Executive
of the Hong Kong SAR. As one of the largest electricity users in
the Pearl River Delta, the Company accepts the need for leading
a response to climate change. In 2006 we signed and in 2007
we implemented the Clean Air Charter sponsored by the Hong
Kong General Chamber of Commerce, the Greater Pearl River
Delta Business Council, the China Council for the Promotion of
International Trade - Guangdong Sub-Council and Guangdong
Association of Environmental Protection. The charter requires
the Company to undertake a number of energy conservation
measures including adopting energy-efficient measures in its
operations and the monitoring of air pollutant emissions. The
Company has also become a Gold Star Business Member of the
Hong Kong Climate Change Business Forum.

In 2006, the Company adopted the MTR Corporation Climate


Change Policy, which is modelled on the policy developed by
the International Association of Public Transport (UITP), whose
Sustainable Development Commission we currently chair.
The Company has undertaken a thorough assessment of the
enterprise risk associated with exposure to climate change issues
and concluded these are significant enough to require ongoing
monitoring. We are in the process of reviewing how climate
change can be taken into account in our design, construction,
and asset management to prepare more definitively an

adaptation-based scenario for future years. Our aim is to become


one of the most resource efficient and ecologically responsible
public transport companies in the world.
Underpinning our sustainability achievements are a large
number of CSR activities. In 2007 the Company delivered
a wide spectrum of initiatives within the areas of Community
Investment, Employment and Social Affairs, and Sustainability
and Environmental Issues. A brief summary is presented
below with a more detailed discussion in our Sustainability
Report 2007.

Community Investment

More Time Reaching Community: 86 community projects with participation of 1,800 volunteers and 12,000 recipients
Race Walking completed, Step to Health campaign ongoing
Live performance every Friday, Roving art every other month
Railway Extension: 18 events, UITP participation and dissemination
Art included into Area 86 property development

Employment and Social Affairs

17 talks on work-life balance and 8 talks on value creation


8 articles on environmental issues published in MTRs internal magazine
Workstation ergonomics, staff stretching video and activities and gala night held
Internal staff training of 51.5 hrs/staff
Slogan campaign Sustainability My Responsibility launched

Sustainability and Environmental Issues

14,258 MWh electricity saved for MTR System


4 screenings of An Inconvenient Truth
Water consumption 3% under budget even with new cooling tower at Admiralty Station
All waste metals and oil recycled
Mandatory use of HK-BEAM standards

Recognition

34 Awards: Caring Company, Service, Waste Separation, Investor Relations and SAM and ACCA awards
Listings on FTSE4Good and DJSI maintained

MTR Corporation Annual Report 2007

86 | 87

Corporate Governance Report


Corporate Governance Practices
The Company is committed to ensuring high standards of
corporate governance in the interests of shareholders and
devotes considerable effort to identifying and formalising best
practices. This Report describes how the Company has applied
the principles of the Code on Corporate Governance Practices
(the Code) contained in Appendix 14 of the Listing Rules.
The Company has complied throughout the year ended 31
December 2007 with the Code Provisions except that, with
respect to Code Provision A.4.1, non-executive Directors of the
Company are not appointed for a specific term but are subject
(save for those appointed pursuant to Section 8 of the MTR
Ordinance) to retirement by rotation and re-election at the
Companys annual general meetings in accordance with Articles
87 and 88 of the Companys Articles of Association. As there
are currently 11 Directors subject to the requirement to retire
by rotation, and one-third of them shall retire at each annual
general meeting of the Company (subject to re-election by the
shareholders), each of these Directors is effectively appointed for
a term of approximately three years.

The Board of Directors


The overall management of the Companys business is vested
in the Board. Pursuant to the Articles of Association and the
Protocol adopted by the Board, the Board has delegated the
day-to-day management of the Companys business to the
Executive Directorate, and focuses its attention on matters
affecting the Companys overall strategic policies, finances and
shareholders. These include financial statements, dividend
policy, significant changes in accounting policy, annual
operating budget, certain material contracts, strategies for
future growth, major financing arrangements and major
investments, risk management strategies, treasury policies and
fare structures.
The Board comprises 13 members, consisting of one executive
Director (the Chief Executive Officer) and 12 non-executive
Directors, of whom eight are independent non-executive
Directors. In this regard, the Company well exceeds the
requirement of the Listing Rules which requires every board of
directors of a listed issuer to have at least three independent
non-executive directors.
On 8 August 2007, the Government appointed Dr. Raymond
Chien Kuo-fung as the non-executive Chairman of the Company
for a term of 24 months with effect from the Rail Merger. The Rail
Merger took effect from 2 December 2007. Dr. Chien, a Member
of the Board since 1998, was first appointed as the non-executive
Chairman of the Company with effect from 21 July 2003 for a

term of three years, which was renewed in 2006 for a further term
up to 31 July 2007. In July 2007, Dr. Chien was re-appointed as
the non-executive Chairman of the Company with effect from
1 August 2007 for a term up to 31 December 2007 or the day
to be appointed by the Secretary for Transport and Housing by
notice published in the Gazette under the Rail Merger Ordinance,
whichever was the earlier. The Rail Merger Ordinance relates to
the Rail Merger between the Company and KCRC.
On 8 August 2007, the Government selected Mr. Chow Chungkong as the Chief Executive Officer of the Company after the Rail
Merger. Mr. Chow was appointed as the Chief Executive Officer
of the Company with effect from 1 December 2003 for a term
of three years. He was also appointed as a Member of the Board
on the same date. His contract as the Chief Executive Officer of
the Company was renewed for a further term of three years with
effect from 1 December 2006.
Two of the other non-executive Directors (being the Secretary
for Transport and Housing and the Commissioner for Transport)
are appointed by the Chief Executive of the HKSAR. The office of
the Secretary for Transport and Housing has replaced the office
of the Secretary for the Environment, Transport and Works to
become a non-executive Director of the Company with effect
from 1 July 2007. Another non-executive Director, Professor
Chan Ka-keung, Ceajer who took over the post of the Secretary
for Financial Services and the Treasury of the Government
from Mr. Frederick Ma Si-hang with effect from 1 July 2007, has
been appointed as a non-executive Director of the Company in
place of Mr. Ma with effect from 10 July 2007. The Government
through FSI, holds approximately 76% of the issued share capital
of the Company.
Coming from diverse business and professional backgrounds, the
non-executive Directors actively bring their valuable experience
to the Board for promoting the best interests of the Company
and its shareholders. On the other hand, the independent
non-executive Directors contribute to ensuring that the interests
of all shareholders of the Company are taken into account by the
Board and that relevant issues are subjected to objective and
dispassionate consideration by the Board. The Company has
received confirmation from each independent non-executive
Director about his/her independence under the Listing Rules, and
continues to consider each of them to be independent.
Each Director ensures that he/she can give sufficient time and
attention to the affairs of the Company. They are requested
to disclose the number and nature of offices held in public
companies or organisations and other significant commitments
as well as their identity to the Company twice a year.

Biographies of the Members of the Board and the Executive


Directorate are set out on pages 101 to 106. None of the Members
of the Board and the Executive Directorate has any relationship
(including financial, business, family or other material or relevant
relationships) between each other, although the Secretary for
Transport and Housing (Ms. Eva Cheng) and Commissioner for
Transport (Mr. Alan Wong Chi-kong) were appointed by the Chief
Executive of the HKSAR, and Professor Chan Ka-keung, Ceajer
was appointed by FSI, and Ms. Christine Fang Meng-sang sits on
various government advisory committees.

expense, if necessary, in accordance with the approved


procedures. The draft agenda for regular Board meetings is
prepared by the Legal Director & Secretary and approved by the
Chairman of the Company. Members of the Board are advised to
inform the Chairman or the Legal Director & Secretary not less
than one week before the relevant Board meeting if they wish
to include a matter in the agenda of the meeting. The date of
the Board meetings for the following year is usually fixed by the
Legal Director & Secretary and agreed by the Chairman some
time in the third quarter of each year.

As permitted under its Articles of Association, the Company has


arranged Directors and Officers Liability Insurance for which
Members of the Board and officers of the Company do not have
to bear any excess.

At each regular Board meeting, Members of the Executive


Directorate together with senior managers report to the Board
on their business, including the operations, project progress,
financial performance, corporate governance and outlook. The
Chief Executive Officer also submits his Executive Summary,
which focuses on the overall strategies and principal issues of
the Company, to the Board. These reports, together with the
discussions at Board meetings, provide information to enable
all Members of the Board to make informed decisions for the
benefit of the Company. The agenda together with board
papers is sent in full at least 3 days before the intended date of
the Board Meeting.

Chairman and Chief Executive Officer


The posts of Chairman and Chief Executive Officer are distinct
and separate (please refer to the respective appointment of Dr.
Raymond Chien Kuo-fung as the non-executive Chairman of
the Company, and Mr. Chow Chung-kong as the Chief Executive
Officer of the Company and a Member of the Board on page
88). The non-executive Chairman is responsible for chairing and
managing the operations of the Board, as well as monitoring
the performance of the Chief Executive Officer and Members of
the Executive Directorate. Apart from ensuring that adequate
information about the Companys business is provided to the
Board on a timely basis, the Chairman also ensures that the
non-executive Directors make an effective contribution at
Board meetings. As head of the Executive Directorate, the Chief
Executive Officer is responsible to the Board for managing the
business of the Company.
The Chairman held a meeting on 13 March 2007 with a majority
of the non-executive Directors (or their alternates) without the
presence of Members of the Executive Directorate (including
the Chief Executive Officer) to discuss a new share option
scheme proposed by the Remuneration Committee to the
Board, succession plan of Members of the Executive Directorate,
and impact of the extended legislative process of the then Rail
Merger Bill and other related Regulations and By-laws that might
have on staff morale.
Another meeting has been scheduled to be held by the
Chairman in April 2008.

Board Proceedings
The Board meets in person regularly, and all Members of the
Board have full and timely access to relevant information and
may take independent professional advice at the Companys

All Members of the Board have access to the advice and services
of the Legal Director & Secretary, who is responsible for ensuring
that the correct Board procedures are followed and advises the
Board on all corporate governance matters. The Members of
the Board also have full access to all Members of the Executive
Directorate as and when they consider necessary.
Unless specifically permitted by the Articles of Association,
a Director cannot cast a vote on any contract, transaction,
arrangement or any other kind of proposal in which he has
an interest and which he knows is material. For this purpose,
interests of a person who is connected with a Director
(including any of his associates) are treated as the interests of
the director himself. Interests purely as a result of an interest
in the Companys shares, debentures or other securities are
disregarded. A Director may not be included in the quorum
for such part of a meeting that relates to a resolution he is not
allowed to vote on but he shall be included in the quorum for
all other parts of that meeting. This reduces potential conflicts
which might otherwise arise between the Companys business
and an individual Directors other interests or appointments.
In 2007, the Board held eight meetings. The then proposed Rail
Merger was discussed at six of the Board meetings. At these
six meetings, updates on matters such as Day One readiness,
Legislative Councils Bills Committee meetings, staff selection

MTR Corporation Annual Report 2007

88 | 89

Corporate Governance Report

and voluntary separation scheme design, Rail Merger Circular


and other Rail Merger related documents, and financing were
provided by relevant Members of the Executive Directorate.
When matters which might result in conflicts of interest between
the Company and Government were discussed at Board
meetings, the Government-nominated Members of the Board,
who during the course of 2007 consisted of the then Secretary
for the Environment, Transport and Works, the Secretary for
Transport and Housing, Mr. Frederick Ma Si-hang (the then
Secretary for Financial Services and the Treasury), Professor
Chan Ka-keung, Ceajer, the Secretary for Financial Services
and the Treasury, and the Commissioner for Transport (or their
respective alternates) either did not attend the relevant Board
meetings, or where they did attend, they declared their interests
and did not vote in any relevant motion and were not included
in the calculation of the relevant quorum.
The attendance record of each Member of the Board is set
out below:

Directors

Attendance of
Board meetings
in 2007

Non-executive Directors
8/8

Commissioner for Transport


(Alan Wong Chi-kong)

8/8

2 meetings were attended by his alternate director

4/4

3 meetings were attended by her alternate directors

Secretary for Transport and Housing


(Eva Cheng) (Note 2)

4/4

1 meeting was attended by her alternate director

Frederick Ma Si-hang (Note 3)

4/4

1 meeting was attended by his alternate director

Professor Chan Ka-keung, Ceajer (Note 4)

4/4

2 meetings were attended by his alternate director

Independent Non-executive Directors


Professor Cheung Yau-kai

7/8

David Gordon Eldon

7/8

Christine Fang Meng-sang

6/8

Edward Ho Sing-tin

8/8

Lo Chung-hing

7/8

T. Brian Stevenson

7/8

Ng Leung-sing (Note 5)

1/1

Abraham Shek Lai-him (Note 5)

1/1

Executive Director
Chow Chung-Kong
(Chief Executive Officer)

Secretary for the Environment, Transport and Works (Dr. Sarah Liao Sau-tung)
ceased to be non-executive Director with effect from 1 July 2007.

Secretary for Transport and Housing (Ms. Eva Cheng) has been appointed as
non-executive Director with effect from 1 July 2007.

Mr. Ma ceased to be non-executive Director with effect from 10 July 2007.

Professor Chan has been appointed as non-executive Director with effect from
10 July 2007.

Messrs Ng and Shek have been appointed as independent non-executive


Directors with effect from 18 December 2007.

The minutes of Board meetings are prepared by the Secretary


of the meeting with details of the matters considered by the
Board and decisions reached, including any concerns raised by
the Members of the Board or dissenting views expressed. The
draft minutes are circulated to all Members of the Board for
their comment within a reasonable time after the meeting. The
approved procedure is that the Board formally adopts the draft
minutes at the subsequent meeting. If Members of the Board
have any comment on the draft minutes, they will discuss it at
that meeting, followed by a report on what has been agreed in
the minutes of that meeting. Minutes of Board Meetings are kept
by the Legal Director & Secretary and open for inspection by all
Members of the Board at the Companys registered office.

Material Interests and Voting

Dr. Raymond Chien Kuo-fung (Chairman)

Secretary for the Environment,


Transport and Works
(Dr. Sarah Liao Sau-tung) (Note 1)

Notes

8/8

All Directors are required to comply with their common law duty
to act in the best interests of the Company and have particular
regard to the interest of the shareholders as a whole. The
Government is a substantial shareholder of the Company and
the Chief Executive of the HKSAR, may, pursuant to Section 8 of
the MTR Ordinance, appoint up to three persons as additional
directors. Each Director appointed by the Chief Executive of
the HKSAR pursuant to Section 8 of the MTR Ordinance or by
the Government through its shareholding must, like any other
Director, act in the best interests of the Company.
Directors are required to declare their interests, if any, in any
transaction, arrangement or other proposal to be considered
by the Board at Board Meetings and to abstain from voting on
any related resolutions. As a result, if a conflict arises between
the interests of the Company and those of the Government,
a Director appointed by the Chief Executive of the HKSAR
pursuant to Section 8 of the MTR Ordinance or by the
Government, would not be included in the quorum of part of a
meeting that relates to the transaction, arrangement or other
proposal being considered by the Board and would not be
allowed to vote on the related resolution.

There are a number of contractual arrangements that have been


entered into between the Company and the Government (and
its related entities), some of which are continuing in nature. As
the Government is a substantial shareholder of the Company,
such contractual arrangements are connected transactions
(and in some cases continuing connected transactions) for the
purposes of the Listing Rules. The section headed Connected
Transactions explains how, in accordance with the Listing Rules,
these transactions are treated.

the general and specific duties of the Directors under general


law (common law and legislation) and the Listing Rules, but
also includes the Terms of Reference of the Board Committees.
The Directors Manual is updated from time to time to reflect
developments in those areas.
To assist their continuous professional development, the Legal
Director & Secretary recommends Directors to attend relevant
seminars and courses. The costs for such training are borne by
the Company.

Appointment, Re-election and Removal


of Members of the Board

Accountability

A person may be appointed as a Member of the Board at any


time either by the shareholders in general meeting or by the
Board upon recommendation by the Nominations Committee
of the Company. Directors who are appointed by the Board
must retire at the first annual general meeting after their
appointment. A Director who retires in this way is eligible for
election at that annual general meeting, but is not taken into
account when deciding which and how many Directors should
retire by rotation. In either case, the Directors so elected and
appointed are eligible for re-election and re-appointment. At
each annual general meeting of the Company, one third of the
Directors (or, if the number of Directors is not divisible by three,
such number as is nearest to and less than one third) must retire
as Directors by rotation.

The Members of the Board are responsible for preparing the


accounts of the Company and of the Group. The accounts are
prepared on a going concern basis and give a true and fair view
of the state of affairs of the Company and of the Group as at
31 December 2007, and of the Groups profit and cash flow for
the year then ended. In preparing the accounts for the year
ended 31 December 2007, the Members of the Board have
selected appropriate accounting policies and, apart from those
new and amended accounting policies as disclosed in the
notes to the accounts for the year ended 31 December 2007,
have applied them consistently with previous financial periods.
Judgments and estimates have been made that are prudent and
reasonable. The reporting responsibilities of the External Auditor
are set out on page 126.

The Chief Executive of the HKSAR may, pursuant to Section 8 of


the MTR Ordinance, appoint up to three persons as additional
directors. Directors appointed in this way may not be removed
from office except by the Chief Executive of the HKSAR. These
Directors are not subject to any requirement to retire by rotation
nor will they be counted in the calculation of the number of
Directors who must retire by rotation. In all other respects, the
additional directors are treated for all purposes in the same
way as other Directors and are, therefore, subject to the normal
common law duties of directors, including to act in the best
interests of the Company. The Chief Executive of the HKSAR has
appointed the office of the Secretary for Transport and Housing
and the office of Commissioner for Transport as additional
directors. As there are currently 11 Directors subject to the
requirement to retire by rotation, and one-third of them shall
retire at each annual general meeting of the Company (subject
to re-election by the shareholders), each of these Directors is
effectively appointed for a term of approximately three years.

In support of the above, the accounts presented to the


Board have been reviewed by the Members of the Executive
Directorate. For both the annual and interim reports and
accounts, the Finance Division is responsible for clearing them
with the External Auditor and then the Audit Committee. In
addition, all new and amended accounting standards and
requirements, as well as changes in accounting policies adopted
by the Company have been discussed and approved at the
Audit Committee before adoption by the Company.

Each of the Directors, on appointment to the Board, is given a


comprehensive induction programme on key areas of business
operations and practices of the Company, as well as a Directors
Manual. Amongst other things, the Manual not only sets out

Board Committees
As an integral part of good corporate governance, the Board
has established the following Board Committees to oversee
particular aspects of the Companys affairs. Each of these
Committees comprises non-executive Directors who have been
invited to serve as members. Each of the Audit, Remuneration
and Nominations Committee is governed by its respective Terms
of Reference, which are available on the Companys website:
www.mtr.com.hk.
In respect of the Rail Merger between the Company and KCRC,
and for the purpose of looking after the interest of independent
shareholders and ensuring good corporate governance, the

MTR Corporation Annual Report 2007

90 | 91

Corporate Governance Report

Board has established an Independent Committee of the Board


(IBC). Governed by its Terms of Reference, the IBC comprises six
independent non-executive Directors of the Company and has
set out its advice to the independent shareholders regarding the
Rail Merger in the Rail Merger Circular.
All Committees are provided with sufficient resources to
discharge their duties.

Audit Committee
The Audit Committee consists of four non-executive Directors,
three of whom are independent non-executive Directors. The
Members of the Committee are T. Brian Stevenson (chairman),
Professor Cheung Yau-kai, the Commissioner for Transport (Alan
Wong Chi-kong), and Ng Leung-sing who has been appointed as
a member of the Audit Committee with effect from 18 December
2007. None of the Committee Members is a partner or former
partner of KPMG, the Companys External Auditor. The Finance
Director, the Head of Internal Audit and representatives of the
External Auditor of the Company are expected to attend meetings
of the Committee. At the discretion of the Committee, others
may also be invited to attend meetings. The Committee normally
meets four times a year, and the External Auditor or the Finance
Director may request a meeting if they consider it necessary.
The Terms of Reference of the Audit Committee have been
revised and approved by the Board in December 2007. Under
its Terms of Reference, the duties of the Audit Committee
include financial and efficiency aspects as described below.
Amongst other things, the Committee is required to oversee
the relationship with the Companys External Auditor, to review
the financial information of the Company, and to oversee the
Companys financial reporting system and internal procedures.
The Committee discusses with the External Auditor the nature
and scope of audit and reporting obligations before the audit
commences. Apart from giving pre-approval of all audit services,
the Committee also pre-approves any non-audit services for
complying with relevant legal requirements. The Committee is
primarily responsible for making recommendations to the Board
on the appointment and removal of the External Auditor, and
approving the remuneration and terms of such engagement.
With respect to financial information of the Company, the
Committee monitors the integrity of financial statements,
annual and interim reports and accounts, together with the
preliminary announcement of results and other announcements
regarding the Companys financial information to be made
public. In dealing with the financial information, the Committee
liaises with the Board and the Executive Directorate (including
the Finance Director), and the Chairman of the Committee
further meets on an ad hoc basis with the Head of Internal Audit,

representatives of the External Auditor, and Management. Apart


from considering issues arising from the audit, the Committee
discusses any matters that auditor(s) may wish to raise either
privately or together with executive director and any other
person. The Committee is required to review, at least annually,
the effectiveness of the Companys financial controls, internal
control and risk management systems and to report to the
Board that such a review has been carried out. These controls
and systems allow the Board to monitor the Companys overall
financial position and to protect its assets. The Committee
reviews and approves the annual Internal Audit Plan which
includes audits on the efficiency of chosen activities or
operations of the Company. In addition, the Committee reviews
periodic reports from the Head of Internal Audit and the followup of major action plans recommended, and puts forward
recommendations to the Board where appropriate.
The Chairman of the Committee summarises activities of the
Committee and highlights issues arising therefrom by a report to
the Board after each Audit Committee meeting.
The minutes of the Audit Committee meetings are prepared
by the secretary of the meeting with details of the matters
considered by the Committee Members and decisions reached,
including any concerns raised by the Committee Members and
dissenting views expressed. The draft minutes are circulated to
the Committee Members for comments and the final version of
the minutes is sent to the Committee Members for their records
within a reasonable time after the meeting and the minutes
are open for inspection by the Committee Members at the
Companys registered office. A framework of the agenda items for
the meetings for the following year is set out for the Committee
Members reference and comment in the last quarter of each year.
The chairman of the Committee makes the final determination on
the agenda for the regular Committee meetings.
In 2007, the Audit Committee held four meetings. The major
work performed by the Committee in 2007 included:

Reviewed and recommended for the Boards approval the


draft 2006 Annual Report and Accounts and 2007 Interim
Report and Accounts;

Reviewed the Companys internal control systems;

Pre-approved the audit and non-audit services provided by


KPMG, External Auditor, for 2007.

Approved the 2007 Audit Plan and reviewed the periodic


report prepared by the Internal Audit Department; and

The attendance record of each Audit Committee Member is


set out below. Representatives of the External Auditor, the
Finance Director and the Head of Internal Audit attended all

those meetings for reporting and answering questions about


their work. Further to that and by invitation, the Operations
Director, the Property Director, the China & International
Business Director and the Legal Director & Secretary (or their
representatives) had respectively provided an overview of the
Companys railway operations, property business, the Mainland
of China and international businesses as well as outstanding
litigation, compliance and enterprise risk management matters
to the Members at the meetings.

Directors

Attendance of
Audit Committee
meetings in 2007

T. Brian Stevenson (Chairman)

4/4

Professor Cheung Yau-kai

4/4

Commissioneer for Transport


(Alan Wong Chi-kong)

3/4

2 meetings were attended by his alternate director

Ng Leung-sing (Note)

Approved the 2006 Remuneration Report as incorporated in


the 2006 Annual Report;

Reviewed and approved payouts under the Companys


performance-based variable incentive scheme for the 2006
performance period;

Approved the 2007 Share Option Scheme following the


expiry of the New Joiners Share Option Scheme, which was
subsequently approved and adopted by shareholders at the
Annual General Meeting held on 7 June 2007;

Conducted an annual review of the remuneration packages


for the Chief Executive Officer and other Members of the
Executive Directorate which took effect in 2007;

Reviewed the remuneration for the Chief Executive Officer


and other Members of the Executive Directorate upon their
appointment following the Rail Merger;

Reviewed the remuneration for non-executive Directors


following the Rail Merger;

Reviewed and amended the Variable Incentive Scheme to


take effect in 2008, reflecting changes to the Companys
scope, objectives and performance expectations following
the Rail Merger; and

Reviewed and approved share options and discretionary


awards for Members of the Executive Directorate.

Note: Mr. Ng Leung-sing has been appointed as a member of the Audit Committee
with effect from 18 December 2007. There was no Committee meeting held in
2007 after his appointment.

Remuneration Committee
The Remuneration Committee consists of three non-executive
Directors, two of whom are independent non-executive
Directors. The Members of the Remuneration Committee are
Edward Ho Sing-tin (chairman), T. Brian Stevenson and Professor
Chan Ka-keung, Ceajer. Professor Chan took over the post of
the Secretary for Financial Services and the Treasury from Mr.
Frederick Ma Si-hang with effect from 1 July 2007 and was
appointed as a non-executive Director of the Company and a
Member of the Remuneration Committee in place of Mr. Ma
with effect from 10 July 2007. Mr. Ho and Mr. Stevenson are
independent non-executive Directors.
The principal responsibilities of the Remuneration Committee
include formulating a remuneration policy and practices
that facilitate the employment of top quality personnel,
recommending to the Board the remuneration of the Members
of the Board who are non-executive Directors, determining
the remuneration packages of the Members of the Board who
are executive Directors and other Members of the Executive
Directorate, and reviewing and approving performance-based
remuneration by reference to the Companys goals
and objectives.
In 2007, the Remuneration Committee held three meetings.
In accordance with its Terms of Reference, the Committee
performed the following work during the year:

The attendance record of each Committee Member is set


out below:

Directors

Attendance of
Remuneration
Committee
meetings in 2007
(Note 2)

Edward Ho Sing-tin (Chairman)

3/3

T. Brian Stevenson

3/3

Frederick Ma Si-hang

1/1

The meeting was attended by his alternate director

Professor Chan Ka-keung, Ceajer (Note 1)

1/1

Notes
1

Professor Chan was appointed as a non-executive Director of the Company


and a Member of the Remuneration Committee in place of Mr. Ma with effect
from 10 July 2007.

Only two Committee Members attended the July Remuneration Committee


meeting due to the transition of Mr. Ma.

The Remuneration Committee also met on 3 March 2008 to


approve the 2007 Remuneration Report, which is set out on
pages 98 to 100 and includes a description of the remuneration
policy of the Company.

MTR Corporation Annual Report 2007

92 | 93

Corporate Governance Report

Nominations Committee

Notes

The Terms of Reference of the Nominations Committee have


been revised and approved by the Board in December 2007. The
Committee consists of seven non-executive Directors, four of
whom are independent non-executive Directors. The Members
of the Nominations Committee are David Gordon Eldon
(chairman), Dr. Raymond Chien Kuo-fung, Christine Fang Mengsang, Lo Chung-hing, Abraham Shek Lai-him, Professor Chan
Ka-keung, Ceajer and the Secretary for Transport and Housing
(Eva Cheng). Dr. Chien, Ms. Fang, Mr. Shek and Professor Chan
were appointed as Members of the Nominations Committee on
18 December 2007.

Dr. Chien, Professor Chan, Ms. Fang and Mr. Shek were appointed as
Members of the Nominations Committee on 18 December 2007. There was no
Committee meeting held in 2007 after their appointment.

Dr. Chien attended both meetings in 2007 in the capacity of Chairman of the
Company pursuant to the then Terms of Reference of the Committee.

The Nominations Committee nominates and recommends to


the Board candidates for filling vacancies on the Board, and the
positions of Chief Executive Officer (CEO), Finance Director
(FD) and Chief Operating Officer (COO) (provided that the
COO position exists). For the positions of FD and COO, the
Committee may consider candidates recommended by the CEO,
or any other candidates (provided that the CEO shall have the
right to first agree to such other candidates).
In 2007, the Nominations Committee held two meetings.
The major work performed by the Committee in 2007 included:
1 Nomination and recommendation to the Board the
appointment of Professor Chan Ka-keung, Ceajer, the
Secretary for Financial Services and the Treasury to succeed
Mr. Frederick Ma Si-hang as a non-executive Director; and
2 Nomination and recommendation to the Board the
appointment of Messrs Ng Leung-sing and Abraham Shek
Lai-him as independent non-executive Directors.
The attendance record of each Committee Member is set
out below:

Directors
David Gordon Eldon (Chairman)
Dr. Raymond Chien Kuo-fung (Notes 1 and 2)

Attendance of
Nominations
Committee
meetings in 2007
2/2

Secretary for Transport and Housing


(Eva Cheng)

2/2

Lo Chung-hing

1/2

Professor Chan Ka-keung, Ceajer (Note 1)

Christine Fang Meng-sang (Note 1)

Abraham Shek Lai-him (Note 1)

Independent Committee
The IBC consists of six independent non-executive Directors.
Chaired by Edward Ho Sing-tin, the other Members are Professor
Cheung Yau-kai, David Gordon Eldon, Christine Fang Mengsang, Lo Chung-hing and T. Brian Stevenson.
The principal responsibilities of the IBC include advising the
Companys independent shareholders as to whether the terms
of the Rail Merger are fair and reasonable, whether the Rail
Merger is in the interests of the Company and its shareholders
as a whole, and on how to vote after taking into account the
recommendations of the independent financial adviser (IFA)
required to be appointed by the Company under the Listing
Rules. The extraordinary general meeting held on 9 October
2007 approving the Rail Merger was completed.
In 2007, the IBC held five meetings to discuss, among others,
the letter from the IFA and the IBC letter to the independent
shareholders in relation to the Rail Merger.

Internal Controls
The Board is responsible for the system of internal controls of the
Company and its subsidiaries, setting appropriate policies and
reviewing the effectiveness of such controls. Internal control is
defined as a process effected by the Board, Management and
other personnel, designed to manage rather than eliminate
the risk of failure to achieve business objectives and can only
provide reasonable, and not absolute assurance of the following:

effectiveness and efficiency of operations


reliability of financial reporting
compliance with applicable laws and regulations
effectiveness of risk management functions

Pursuant to the Protocol adopted by the Board, the Board has


delegated the day-to-day management of the Companys
business to the Executive Committee, and focuses its attention
on matters affecting the Companys overall strategic policies,
finances and shareholders.
Supported by the Members of the Executive Committee, the
Chief Executive Officer who chairs the Executive Committee
is responsible to the Board for the conduct of the business
of the Company. The Executive Committee is responsible for

implementing the Boards policies on risk and control. In fulfilling


its responsibilities, the Executive Committee identifies and
evaluates the risks faced by the Company for consideration by
the Board and designs, operates and monitors a suitable system
of internal controls which implements the policies adopted by
the Board. The Executive Committee is accountable to the Board
for monitoring the system of internal controls and providing
assurance to the Board that it has done so. Additionally, all
employees have responsibility for internal controls within their
areas of accountability.
Various risk management strategies have been established by
the Board as advised by the Executive Committee to identify,
assess and reduce risks, including construction, business
operations, finance, treasury, safety and enterprise risks as well
as to ensure appropriate insurance coverage.
The Company has established an Enterprise Risk Management
(ERM) framework for the strategic management of business
risks. The framework covers all key business areas of the
Company and provides a useful forum for communicating
risk issues at different levels of the organization and thereby
improves visibility on risk. The framework has been in operation
since early 2006 and its application at divisional level has been
further refined in 2007. Structured cross-discipline processes
and organizations have been put in place at corporate and
divisional levels for risk identification, mitigation and monitoring.
A standard rating system is employed to establish a consistent
set of risk measurement criteria across the Company and to
prioritise risks for effective monitoring and reporting to the
Executive Committee and the Board. A manual that governs the
working of the ERM framework has been issued, and regular
briefing sessions are conducted, to promulgate the application
and ensure consistent understanding of ERM.
The operation of the ERM framework, which is overseen by the
Enterprise Risk Committee, is underpinned by line management
taking direct risk management responsibilities as risk owners.
Changes to existing risks and the emergence of new risks are
regularly reviewed by line management. Risks associated with
major changes and new businesses such as the merger and
local and overseas railway construction and investment projects
have been assessed in 2007. The Enterprise Risk Management
Department plays a central role in facilitating the risk workshops
and reviewing existing and emerging business risks. The
Enterprise Risk Committee reviews the operation of the ERM
framework and key risks every three months.
The Executive Committee reviews significant risks half-yearly
and the Board annually to ensure that such risks are under
satisfactory control.

The Board also periodically reviews the implementation and the


ERM organization and processes that have been put in place.
To ensure the efficient and effective operation of business units
and functions, and safety of operating railway and construction
works in railway projects, Corporate General Instructions (CGIs),
divisional/departmental procedures and manuals, committees,
working groups and quality assurance units are established to
achieve, monitor and enforce internal controls and evaluate
their effectiveness.
CGIs and various departmental procedures and manuals
are established for preventing or detecting unauthorized
expenditures/payments, safeguarding the Companys assets,
ensuring the accuracy and completeness of accounting records
and timely preparation of reliable financial information.
All Department Heads, including Business and Project
Managers for overseas projects, are responsible for ensuring the
compliance with statutes and regulations applicable to their
own functional units. They are required to identify any new
or updated statutes, to assess their impact on the Companys
operations, and to review at least once a year that relevant
statutes/regulations are complied with.
Members of the Board and the Executive Committee, and other
nominated managers who have access to price-sensitive and/or
specific information are bound by the Model Code for Securities
Transactions by Directors of Listed Issuers. In addition, every
employee is also bound by the Code of Conduct issued by the
Company, amongst other things, to keep unpublished pricesensitive information in strict confidence.
The Internal Audit Department plays a major role, independent
of the Companys management, in assessing and monitoring
the internal controls of the Company. The Head of Internal Audit
reports to the Chief Executive Officer and has direct access to the
Audit Committee. The Department has unrestricted access to
information that allows it to review all aspects of the Companys
risk management, control and governance processes. On a
regular basis, it conducts audits on financial, operational and
compliance controls, and effectiveness of risk management
functions of all business and functional units as well as
subsidiaries. Management is responsible for ensuring that
control deficiencies highlighted in internal audits are rectified
within a reasonable period. The Department produces an
annual internal audit plan derived from risk assessment for the
Audit Committees approval. On a half-yearly basis, the Head of
Internal Audit reports to the Audit Committee his audit findings
and his opinion on the system of internal controls.

MTR Corporation Annual Report 2007

94 | 95

Corporate Governance Report

On behalf of the Board, the Audit Committee evaluates annually


the effectiveness of the Companys system of internal controls,
including the reliability of financial reporting, effectiveness and
efficiency of operations, compliance with applicable laws and
regulations and effectiveness of risk management functions.
This is achieved primarily through approving the annual
internal audit plan and reviewing the findings of internal audit
work, in addition to reviewing the annual and interim financial
statements, and the nature, scope of work, and report of the
external auditors, and consideration of the following:

the changes in the nature and extent of significant risks since


the previous review and the Companys ability to respond to
changes in its business and external environment;

the scope and quality of managements ongoing monitoring


of risks and the system of internal controls, the work of the
Internal Audit Department, and the assurance provided by
the Executive Committee;

the extent and frequency with which the results of


monitoring are communicated, enabling the Audit
Committee to build up a cumulative assessment of the state
of control in the Company and the effectiveness with which
risk is being managed;

registration for Beijing MTR Corporation Limited and Evaluation


of Effectiveness of Internal Audit Department. The Chairman
of the Committee meets on an ad hoc basis with the Head
of Internal Audit, representatives of the External Auditor and
Management of the Company as appropriate. He summarizes
activities of the Committee and highlights issues arising
therefrom by a report to the Board after each Audit
Committee meeting.
The Board has, through the Audit Committee, conducted the
review of the effectiveness of the Companys system of internal
controls for the year ended 31 December 2007, covering all
material financial, operational and compliance controls, and
risk management function, and concluded that adequate and
effective internal controls are maintained to safeguard the
shareholders investment and the Companys assets. There were
no significant control failings, weaknesses or significant areas of
concern identified during the year which might
affect shareholders.

Model Code for Securities Transactions by


Directors of Listed Issuers (the Model Code)

the incidence of any significant control failings or weaknesses


that have been identified at any time during the period
and the extent to which they have resulted in unforeseen
outcomes or contingencies that have had, could have had, or
may in the future have, a material impact on the Companys
financial performance or condition; and

The Company has adopted the Model Code and, having


made specific enquiry, confirms that Members of the Board
and the Executive Directorate complied throughout the year
with the Model Code set out in Appendix 10 to the Listing
Rules. Senior managers who, because of their office in the
Company, are likely to be in possession of unpublished price
sensitive information, have been requested to comply with the
provisions of the Model Code.

the effectiveness of the Companys processes in relation to


financial reporting and statutory and regulatory compliance.

Business Ethics

The processes in assessing internal controls by the Audit


Committee have included: regular interviews with Members of
the Executive Committee in relation to key business operations,
internal control and compliance issues, both financial and
non-financial; review of significant issues arising from internal
audit reports and external audit report, and private sessions with
internal and external auditors. The Audit Committee has also
reviewed the papers prepared by the Executive Committee and
Internal Audit Department covering: 2006 Annual Report and
Accounts, Preview of 2007 Interim and Year End Accounting
issues, 2007 Interim Accounts, 2007 Internal Audit Plan, Internal
Audits Half-yearly Reports, Annual Report on Staff Complaints,
Reporting of Internal Control Systems, Reporting of Outstanding
Litigation and Compliance Issues, Annual Insurance Programme,
Compliance audit on mandatory and statutory filings and

The Company is committed to a high standard of business ethics


and integrity. The contents of the Companys Code of Conduct
and the Corporate Guidebook for All Staff are reviewed every
two years by Human Resources to ensure appropriateness
and compliance with legislation. Commitment to our Code of
Conduct and Guidebook is reinforced by biennial certification
programme, which requires all staff to acknowledge their
understanding of and agreement to abide by the Code. In
November 2007, the Code of Conduct and Guidebook were
issued to all pre-merger KCRC staff and they have completed
the certification.
To uphold the ethical culture of our subsidiaries in Mainland
of China, briefing on the Companys Code of Conduct and
Guidebook is included in the Induction Programme. For other
joint venture companies, guidelines on business ethics have also
been published for staffs observation and compliance.

US Sarbanes-Oxley Act 2002


The Company terminated its reporting obligation under the
U.S. Securities Exchange Act of 1934, as amended, in September
2007, and is generally no longer subject to the provisions of the
Sarbanes-Oxley Act of 2002.

External Auditor
The Company engages KPMG as its External Auditor. In order
to maintain KPMGs independence and objectivity and the
effectiveness of the audit process in accordance with applicable
standards, the Audit Committee, under its Terms of Reference,
pre-approves all audit services to be provided by KPMG and
discusses with KPMG the nature and scope of their audit and
reporting obligations before the audit commences.
The Audit Committee also reviews and pre-approves the
engagement of KPMG to provide any non-audit services for
complying with relevant legal requirements and seeks to
balance the maintenance of objectivity with value for money.
The nature of audit and non-audit services provided by KPMG
and fees paid to KPMG (including any entity that is under
common control, ownership or management with the audit
firm or any entity that a reasonable and informed third party
having knowledge of all relevant information would reasonably
conclude as part of the audit firm nationally or internationally)
are set out in note 6D to the accounts on page 147.

Communication with Shareholders


Annual General Meeting (AGM)
The Companys AGM is one of the principal channels of
communication with its shareholders. It provides an opportunity
for shareholders to question Directors about the Companys
performance. The Chairman of the Company and the Chairmen
of the Board Committees were present at the 2007 AGM.

of Association to call a poll on all resolutions. The Company


conducted the poll voting electronically at the AGM, the first
time in Hong Kong. The poll results were published in an English
and a Chinese newspaper and posted on the websites of the
Company and HKSE on the day after the AGM. The webcast
of the AGM was posted on the Companys website on the
following day after the AGM.

Extraordinary General Meeting (EGM)


The Company may also communicate with its shareholders
through EGMs if and when appropriate. For example, an EGM was
held on 9 October 2007 to consider approving the Rail Merger.
If shareholders want to convene an EGM of the Company, those
shareholders may requisition the Directors of the Company
to do so, provided that at the date of requisition they hold, in
aggregate, not less than one-twentieth of the paid-up capital
of the Company. The shareholders requisition must state the
objects of the meeting requested and must be deposited at the
registered office of the Company. The requisition may consist of
several documents in like form, each signed by one or more of
the shareholders concerned.
If, within 21 days from the date of the deposit of the requisition,
the Directors of the Company do not proceed duly to convene
an EGM for a day not more than 28 days after the date on
which the notice convening the EGM is given, the relevant
shareholders, or any of them representing more than one-half
of the total voting rights of all of them, may themselves convene
an EGM, provided that any EGM so convened is held within 3
months from the date of the original requisition.

Enquiries from Shareholders


Details of other means of communication with shareholders are
set out in the section of Investor Relations on pages 84 and 85.

At the 2007 AGM, the Chairman started the formal business


by outlining the categories of persons who were entitled to
demand a poll in accordance with Article 67 of the Companys
Articles of Association on any resolution to be proposed at the
AGM. Separate resolutions were proposed for each substantially
separate issue at the AGM. Before the resolutions were
considered, the Chairman exercised his right as the Chairman
of the Meeting under Article 67 of the Companys Articles

MTR Corporation Annual Report 2007

96 | 97

Remuneration Report
This Remuneration Report has been reviewed and approved by
the Remuneration Committee of the Company.

Remuneration Policy
It is the Companys policy to ensure that remuneration is
appropriate and aligns with the Companys goals, objectives
and performance. To this end, the Company considers a number
of relevant factors including salaries paid by comparable
companies, job responsibilities, duties and scope, employment
conditions elsewhere in the Company and its subsidiaries,
market practices, financial and non-financial performance, and
desirability of performance-based remuneration.
The Company is committed to effective corporate governance
and employing and motivating top quality personnel, and
recognises the importance of a formal and transparent
remuneration policy covering its Board and Executive
Directorate.
The Board has established a Remuneration Committee
consisting of three non-executive Directors, two of whom
are independent non-executive Directors. It considers and
recommends to the Board the Companys remuneration policy
and has a delegated authority to review and determine the
remuneration packages of the Chief Executive Officer and other
Members of the Executive Directorate.
As necessary and with the agreement of the Chairman, the
Remuneration Committee is authorised to obtain outside
independent professional advice to support the Committee on
relevant issues.
A summary of the work performed by the Remuneration
Committee during 2007 is set out in the Corporate Governance
Report on pages 88 to 97.
The Remuneration Committee also ensures that no individual
Director or any of his associates is involved in deciding his
own remuneration.

Non-Executive Directors, Chief Executive Officer and the


Executive Directorate
The Remuneration Committee makes recommendations to the
Board from time to time on the remuneration of the Members
of the Board who are non-executive Directors. To ensure that
non-executive Directors are appropriately paid for their time
and responsibilities devoted to the Company, the Committee
considers factors such as fees paid by comparable companies,
time commitment, responsibilities of the non-executive Directors,
and employment conditions elsewhere in the Company.

The Remuneration Committee is responsible for establishing


policies, and reviewing and determining the remuneration of
the Members of the Board who are executive Directors
(namely, the Chief Executive Officer) and the Executive
Directorate in accordance with the Companys remuneration
policy. In the case of the Chief Executive Officer, the Committee
will consult with the Chairman and in the case of other Members
of the Executive Directorate, the Committee will consult with
both the Chairman and the Chief Executive Officer in respect of
their recommendations.

Remuneration Structure for Employees


The Companys remuneration structure for its employees,
including Members of the Board who are executive Directors
and Members of the Executive Directorate, comprises fixed
compensation, variable incentives, discretionary awards, longterm incentives, and retirement schemes. The specifics of these
components are described below.

Fixed Compensation
Fixed compensation comprises base salary, allowances and
benefits-in-kind (e.g. medical). Base salary and allowances
are set and reviewed annually for each position taking into
consideration the Companys remuneration policy, competitive
market positioning, market practice, as well as the Companys
and individuals performance. Benefits-in-kind are reviewed
regularly taking into consideration market practices.

Variable Incentives
The Chief Executive Officer, other Members of the Executive
Directorate and selected management of the Company
are eligible to receive an annual cash incentive under the
Companys Variable Incentive Scheme, the rules of which are
regularly reviewed by the Remuneration Committee.
Under the current scheme rules, the payouts are based on the
performance of the Company and individual performance.
The Companys performance is measured by the return on
fixed assets and operating profit on an annual and rolling
three-year basis.
A portion of the target incentive levels under the scheme was
originally funded by participants by foregoing their 13th month
pay and portions of their fixed allowances. Target incentive
levels for the Chief Executive Officer and other Members of the
Executive Directorate represent approximately 15-30% of base
pay. If performance exceeds pre-defined threshold standards,
then payouts under the scheme are made annually.

The scheme rules have been reviewed and amended for


implementation in 2008 to reflect changes to the Companys
scope, objectives and performance expectations following the
Rail Merger.
In addition, the Company operates other sales and businessrelated incentive schemes to motivate the staff concerned to
reach specific business targets of the Company.

Discretionary Awards
In 2007, special discretionary awards were provided to staff
with competent or above performance as a recognition of
their contribution to the Companys good performance in
the past year and to motivate staff to strive for continuous
business growth.

Scheme), the MTR Corporation Limited Retention Bonus


Scheme (the MTR RBS), the Kowloon-Canton Railway
Corporation Retirement Benefit Scheme (the KCRC Retirement
Benefit Scheme) and two Mandatory Provident Fund Schemes
(the MTR MPF Scheme and the KCRC MPF Scheme).
Employees who are eligible to join the MTR Retirement Scheme
can choose between the MTR Retirement Scheme and the
MTR MPF Scheme, while other employees are required to join
the MTR MPF Scheme. The MTR RBS is a top-up scheme to
supplement the MTR Retirement Scheme for employees who
are classified by the Company as staff working on designated
projects and who are not on gratuity terms. Former KCRC
employees who were eligible to join the KCRC Retirement
Benefit Scheme can choose between the KCRC Retirement
Benefit Scheme and the KCRC MPF Scheme.

Long-Term Incentives
The Company operates three share option schemes, namely
the Pre-Global Offering Share Option Scheme (the Pre-IPO
Scheme), the New Joiners Share Option Scheme (the New
Option Scheme) and the 2007 Share Option Scheme
(the 2007 Scheme).
The 2007 Scheme was approved and adopted by shareholders
at the Companys Annual General Meeting on 7 June 2007. The
2007 Scheme is intended to provide employees of the Company
and of its subsidiaries the opportunity to participate in the
growth and success of the Company. Awards under this Scheme
were granted to the Chief Executive Officer, other Members
of the Executive Directorate and selected employees of the
Company in December 2007.
Options exercised and outstanding in respect of each Member
of the Executive Directorate as at 31 December 2007 under the
three Schemes are set out under the paragraph Board Members
and Executive Directorates Interest in Shares of the Report of
the Members of the Board.
Details of the three Schemes and options granted to Members
of the Executive Directorate and selected employees of the
Company under the Schemes are set out in notes 7 & 47 to
the accounts.
The Chief Executive Officer does not participate in the Pre-IPO
and New Option Schemes. He is entitled to receive an equivalent
value in cash of 418,017 Shares on completion of his three-year
contract on 30 November 2009.

Retirement Schemes
The Company operates five retirement schemes, the MTR
Corporation Limited Retirement Scheme (the MTR Retirement

(a) MTR Retirement Scheme


The MTR Retirement Scheme contains a hybrid benefit section
and a defined contribution section. It is a registered scheme
under the Occupational Retirement Schemes Ordinance
(Cap. 426) and has been granted an MPF Exemption so that it
can be offered to employees as an alternative to the MTR MPF
Scheme. The hybrid benefit section provides benefits based
on the greater of a multiple of final salary times service or the
accumulated contributions with investment returns. Members
contributions to the hybrid benefit section are based on fixed
percentages of base salary. The Companys contributions are
determined by reference to an annual actuarial valuation carried
out by an independent actuarial consulting firm.
The hybrid benefit section has been closed to new employees
since 31 March 1999. All employees joining the Company on
or after 1 April 1999 who would have been eligible to join the
MTR Retirement Scheme can choose to join either the defined
contribution section or, commencing 1 December 2000, the
MTR MPF Scheme.
The defined contribution benefit section is a member
investment choice plan which provides benefits based on
accumulated contributions and investment returns. Both
members and the Companys contributions to the defined
contribution section are based on fixed percentages of
members base salary.
(b) MTR RBS
The MTR RBS is a registered scheme under the Occupational
Retirement Schemes Ordinance. It provides benefits only in the
event of redundancy for service accrued up to 31 December
2002, offset by any benefits payable from the MTR Retirement
Scheme. Members are not required to contribute while the

MTR Corporation Annual Report 2007

98 | 99

Remuneration Report

Companys contributions are determined by reference to


an annual actuarial valuation carried out by an independent
actuarial consulting firm.
(c) KCRC Retirement Benefit Scheme
The KCRC Retirement Benefit Scheme is a registered scheme
under the Occupational Retirement Schemes Ordinance and
has been granted an MPF Exemption so that it can be offered
to former employees of KCRC as an alternative to the KCRC
MPF Scheme. All benefits payable under the KCRC Retirement
Benefit Scheme are calculated by reference to the Companys
contributions and members own contributions, together with
investment returns on these contributions. Both members and
the Companys contributions are based on fixed percentages of
members base salary.
(d) MTR MPF Scheme
The MTR MPF Scheme which has been registered with the
Mandatory Provident Fund Schemes Authority, covers those
employees who did not opt for or who are not eligible to join the
MTR Retirement Scheme. Both members and the Company each
contribute to the MTR MPF Scheme at the mandatory levels as
required by the Mandatory Provident Fund Schemes Ordinance
(the MPF Ordinance). Additional contributions above the
mandatory level may be provided subject to individual
terms of employment.
(e) KCRC MPF Scheme
The KCRC MPF Scheme, which has been registered with the
Mandatory Provident Fund Schemes Authority, covers those
former KCRC employees who did not opt for or who were not
eligible to join the KCRC Retirement Benefit Scheme. Both
members and the Company each contribute to the KCRC MPF
Scheme at the mandatory levels as required by the
MPF Ordinance.
The executive Directors who have been employed by the
Company before 1 April 1999 are eligible to join the hybrid
benefit section of the MTR Retirement Scheme.
The executive Directors who are hired on or after 1 April 1999
are eligible to join the defined contribution benefit section of the
MTR Retirement Scheme.
The Chief Executive Officer participates in the MTR MPF Scheme.
Both the Company and the Chief Executive Officer each
contribute to the MTR MPF Scheme at the mandatory levels as
required by the MPF Ordinance.

Remuneration of Non-Executive and


Executive Directors
(i) The total remuneration of the Members of the Board and
the Executive Directorate (excluding share-based payments) is
shown below and the remuneration details are set out in note 7
to the accounts.
in HK$ million

2007

Fees

2006

Base Salaries, allowances and


other benefits-in-kind

32

31

Variable remuneration related


to performance

16

11

52

47

Retirement scheme contributions

(ii) The gross remuneration of non-executive and executive


Directors (excluding share-based payments) were within the
following bands:

Remuneration
HK$0

2007
Number

2006
Number

HK$500,000

13

HK$500,001 HK$1,000,000

HK$1,000,001 HK$1,500,000

HK$4,500,001 HK$5,000,000

HK$5,000,001 HK$5,500,000

HK$5,500,001 HK$6,000,000

HK$6,000,001 HK$6,500,000

HK$10,000,001 HK$10,500,000

HK$10,500,001 HK$11,000,000

22

18

The information shown in the above table includes the five


highest paid employees. The independent non-executive
Directors emoluments are included in the first remuneration
band except the non-executive Chairman, whose emolument is
included in the third remuneration band.

Edward Ho Sing-tin, Chairman, Remuneration Committee


MTR Corporation Limited
Hong Kong, 3 March 2008

Board and Executive Directorate

Dr. Raymond Chien Kuo-fung


(Chairman)

Chow Chung-kong
(Chief Executive Officer)

Professor Cheung Yau-kai

David Gordon Eldon

Christine Fang Meng-sang

Edward Ho Sing-tin

Lo Chung-hing

Ng Leung-sing

Abraham Shek Lai-him

T. Brian Stevenson

Alan Wong Chi-kong


(Commissioner for Transport)

Eva Cheng
Professor Chan Ka-keung, Ceajer
(Secretary for Transport and Housing) (Secretary for Financial Services and
the Treasury)

MTR Corporation Annual Report 2007

100 | 101

Board and Executive Directorate

Members of the Board


Dr. Raymond Chien Kuo-fung 56, was appointed NonExecutive Chairman in July 2003. He has been a member of the
Board since 1998. Dr. Chien is chairman of CDC Corporation
and its subsidiary, China.com Inc. He is also chairman and
independent non-executive director of Hang Seng Bank
Limited, as well as non-executive chairman of HSBC Private
Equity (Asia) Limited. He serves on the boards of The Hongkong
and Shanghai Banking Corporation Limited, Inchcape plc,
Convenience Retail Asia Limited, VTech Holdings Limited and
The Wharf (Holdings) Limited. Dr. Chien is chairman of the Hong
Kong/European Union Business Cooperation Committee, a
Hong Kong member of the APEC Business Advisory Council, and
a member of the Standing Committee of the Tianjin Municipal
Committee of the Chinese Peoples Political Consultative
Conference. In addition, Dr. Chien is the honorary president
and past chairman of the Federation of Hong Kong Industries.
He was a member of the Executive Council of Hong Kong, then
under British Administration, from 1992 to 1997, a member of
the Executive Council of the Hong Kong SAR from 1 July 1997
to June 2002 and chairman of the Advisory Committee on
Corruption of the Independent Commission Against Corruption
from 1 January 1998 to 31 December 2006. Dr. Chien was
appointed a Justice of the Peace in 1993. He was made a
Commander in the Most Excellent Order of the British Empire
in 1994 and awarded the Gold Bauhinia Star medal in 1999.
Dr. Chien received a doctoral degree in economics from the
University of Pennsylvania in 1978 and became a Trustee of the
University in 2006.
Chow Chung-kong 57, was appointed Chief Executive
Officer on 1 December 2003. He was formerly chief executive
officer of Brambles Industries Ltd, a global support services
company. From 1997 to 2001, Mr. Chow was chief executive
of GKN PLC, a leading engineering company based in the
United Kingdom. Mr. Chow is a chartered engineer. He
holds Bachelor of Science and Master of Science degrees
in Chemical Engineering from The University of Wisconsin
and The University of California respectively. He also holds
a Master of Business Administration degree from The
Chinese University of Hong Kong and was a graduate of
the Advanced Management Program of Harvard Business
School. He was awarded an Honorary Doctor of Engineering
degree by The University of Bath. Mr. Chow was knighted in
the United Kingdom in 2000 for his contribution to industry.
He is currently a member of the Hong Kong Tourism Board
and the Council of The Chinese University of Hong Kong.
He is also a member of the General Committee of The Hong

Kong General Chamber of Commerce, a member of both the


Commission on Strategic Development and the Standing
Committee on Directorate Salaries and Conditions of Service
of the HKSAR Government, and a member of the Standing
Committee of the Shenzhen Municipal Committee of the
Chinese Peoples Political Consultative Conference. Mr. Chow
is a non-executive director of Standard Chartered PLC and
the non-executive chairman of Standard Chartered Bank
(Hong Kong) Limited.
Professor Cheung Yau-kai 73, is an independent non-executive
Director and has been a member of the Board since 1999.
Professor Cheung is Honorary Professor of Engineering and
Special Adviser to the Vice-Chancellor of The University of
Hong Kong. He was Taikoo Professor of Engineering and Acting
Deputy Vice-Chancellor of The University of Hong Kong until
30 June 2000. Professor Cheung began his academic research
career at the University College of Swansea, Wales. He was
appointed Professor of Civil Engineering at Calgary in 1970
and moved to the University of Adelaide in 1974 as Professor
and Chairman of the Department of Civil Engineering. In 1977,
he took up the Chair and Headship of the Department of Civil
Engineering in The University of Hong Kong. In addition to his
academic appointments, Professor Cheung was the former
first Senior Vice-President of the Hong Kong Institution of
Engineers and the Ex-Chairman of its Accreditation Board. He
has been awarded several honorary degrees at educational
institutions, including, an honorary Doctor of Science by The
University of Hong Kong and an honorary Doctor of Laws by
the University of Wales. He has also been elected a member of
the Chinese Academy of Sciences, and is a fellow of the Royal
Academy of Engineering, a fellow of the Royal Society of Canada
and immediate past President of the Hong Kong Academy of
Engineering Sciences.
David Gordon Eldon 62, is an independent non-executive
Director and has been a member of the Board since
1999. He is based in Hong Kong and is Senior Advisor to
PricewaterhouseCoopers. He is Chairman of both the Dubai
International Financial Centre Authority and the Noble Group
Ltd. He retired as Chairman of The Hongkong and Shanghai
Banking Corporation Limited in May 2005, after 37 years with
the HSBC Group. He was an Executive Director of HSBC Holdings
plc, non-executive Chairman of Hang Seng Bank Limited, and a
board member of Swire Pacific Limited. Mr. Eldon is a Vice Patron
of The Community Chest of Hong Kong, having previously
been Chairman of the Executive Committee. He is an Honorary
Steward of the Hong Kong Jockey Club from 10 March 2008
(formerly Deputy Chairman), a member of the Advisory Board

of Unisys and an independent non-executive director of Eagle


Asset Management (CP) Limited and China Central Properties
Limited. Mr. Eldon was appointed a member of the Capital
Adequacy Review Tribunal in 2007 and holds a number of other
public and private community service appointments. Mr. Eldon
is a fellow of the Chartered Institute of Bankers and a fellow of
the Hong Kong Institute of Bankers. He is a Justice of the Peace.
Christine Fang Meng-sang 49, is an independent non-executive
Director and has been a member of the Board since 2004.
Ms. Fang has been the chief executive of the Hong Kong Council
of Social Service since 2001. Prior to joining the Hong Kong
Council of Social Service, she worked for the Hong Kong Red
Cross from 1989 to 2001 and held the position of Secretary
General from 1993 to 2001. By training, Ms. Fang is a social
worker and has a strong background in community service. She
sits on various government advisory committees, including the
Social Welfare Advisory Committee (until 30 November 2007),
the Manpower Development Committee, the Sustainable
Development Council and the Digital 21 Strategy Advisory
Committee. She is also a member of the Commission on
Strategic Development.
Edward Ho Sing-tin 69, is an independent non-executive
Director and has been a member of the Board since 1991. He is
an architect and the deputy chairman and managing director
of Wong Tung & Partners Limited. Mr. Ho was an elected
member of the Legislative Council of Hong Kong from 1991 to
2000, representing the architectural, surveying and planning
functional constituency. He was president of the Hong Kong
Institute of Architects in 1983 and 1984 and was chairman
of the Hong Kong Industrial Estates Corporation from 1992
to 2001. Mr. Ho serves on a number of statutory boards and
advisory committees including the Board of Hong Kong Hospital
Authority. He is also chairman of the Board of Governors of
the Hong Kong Philharmonic Society Ltd. and chairman of the
Antiquities Advisory Board.
Lo Chung-hing 56, is an independent non-executive Director
and has been a member of the Board since 1995. Mr. Lo began
his banking career in 1969 and he is general manager of Bank
of China (Hong Kong) Limited since October 2001. He is a
director of the Urban Renewal Authority. Mr. Lo was appointed
as a board member of the Provisional Airport Authority in 1994
and served as vice chairman of the Airport Authority from 1996
to May 1999. He was also a board member of the Hospital
Authority from December 1997 to November 2005. Mr. Lo was
awarded the Silver Bauhinia Star medal in 1998.

Ng Leung-sing 58, joined the Board as an independent


non-executive Director on 18 December 2007. Mr. Ng is vice
chairman of Chiyu Banking Corporation, general manager,
Bank-wide Operation Department of Bank of China (HK) Ltd and
an independent non-executive director of Smartone Telephone
Holdings Ltd. He is a director of the Bank of China (Hong Kong)
Charitable Foundation and a Member of the Court of Lingnan
University. Mr. Ng is also a Hong Kong Deputy to the 10th and
11th National Peoples Congress, Peoples Republic of China.
Mr. Ng is a graduate of University of East Asia, Graduate College,
Macau and holds a diploma in Chinese Law.
Abraham Shek Lai-him 62, joined the Board as an independent
non-executive Director on 18 December 2007. Mr. Shek is an
independent non-executive director and an audit committee
member of each of Midas International Holdings Limited,
Paliburg Holdings Limited, Lifestyle International Holdings
Limited, Chuangs Consortium International Limited, NWS
Holdings Limited, See Corporation Limited, Regal Portfolio
Management Limited, Titan Petrochemicals Group Limited,
Eagle Asset Management (CP) Limited, ITC Corporation
Limited, Country Garden Holdings Company Limited and is
also an independent non-executive director of each of Hop
Hing Holdings Limited, SJM Holdings Limited and Hsin Chong
Construction Group Ltd (with effect from 23 January 2008).
Mr. Shek was appointed as Justice of the Peace in 1995 and was
awarded the Silver Bauhinia Star in 2007. He is a Member of the
Council of The Hong Kong University of Science & Technology
and the Court of the University of Hong Kong. Mr. Shek is a
graduate of the University of Sydney and holds a Bachelor of Arts
degree and a Diploma in Education.
T. Brian Stevenson 63, is an independent non-executive Director
and has been a member of the Board since October 2002. He is a
non-executive director of The Hongkong and Shanghai Banking
Corporation Limited, a member of the Asia Pacific Advisory
Board of BT and a member of the Public Service Commission. He
is Deputy Chairman of the Hong Kong Jockey Club with effect
from 10 March 2008. Mr. Stevenson was previously the Senior
Partner of Ernst & Young, Hong Kong from 1981 to 1999. He
served on the Council of the Hong Kong Society of Accountants
from 1991 to 1997 and was president of the Society in 1996. Mr.
Stevenson is a chartered accountant and holds law degrees from
Glasgow and Hong Kong Universities. He was awarded the Silver
Bauhinia Star medal in 1998. He is also a Justice of the Peace.

MTR Corporation Annual Report 2007

102 | 103

Board and Executive Directorate

Front: Chow Chung-kong


From Left to right: Lincoln Leong Kwok-kuen, William Chan Fu-keung, Russell John Black, Francois Lung Ka-kui, Andrew McCusker, Leonard Bryan Turk, Thomas Ho Hang-kwong

Commissioner for Transport (Alan Wong Chi-kong 52,


joined the Board as a non-executive Director appointed as an
additional director under section 8 of the MTR Ordinance
by virtue of his appointment to the post of the Commissioner
for Transport of the Government of the Hong Kong SAR on
18 June 2005. Prior to that, Mr. Wong has served in various
bureaux and departments of the Government of the Hong
Kong SAR including the Home Affairs Bureau, Civil Service
Bureau, the former Urban Services Department, the former
City and New Territories Administration, the former Health and
Welfare Branch, the former Recreation and Culture Branch, the
former Secretariat of the University and Polytechnic Grants
Committee, the former Trade and Industry Branch, the Office of
the Commissioner of Insurance from August 1996 to January
2000, the Mandatory Provident Fund Schemes Authority from
January 2000 to June 2001, the former Information Technology

Services Department from July 2001 to July 2004, and the Office
of the Government Chief Information Officer from July 2004 to
January 2005. As Commissioner for Transport, Mr. Wong is also
a director of several transport-related companies, including The
Kowloon Motor Bus Company (1933) Limited, Long Win Bus
Company Limited, New World First Bus Services Limited, New
Lantao Bus Company (1973) Limited, Citybus Limited, The Star
Ferry Company Limited, The New Hong Kong Tunnel Company
Limited, Western Harbour Tunnel Company Limited, Tates Cairn
Tunnel Company Limited and Route 3 (CPS) Company Limited.)
Secretary for Transport and Housing (Eva Cheng 47, joined
the Board as a non-executive Director appointed as an
additional director under section 8 of the MTR Ordinance
on 1 July 2007 upon her appointment as the Secretary
for Transport and Housing of the Government of the

Hong Kong SAR. Ms. Cheng has served in various bureaux and
departments of the Government of the HKSAR since 1983.
Before joining the Transport and Housing Bureau, Ms. Cheng
was the Permanent Secretary for Economic Development.
She is a graduate of the University of Hong Kong and holds a
Bachelor of Social Science degree.)
Professor Chan Ka-keung, Ceajer 51, joined the Board as a
non-executive Director on 10 July 2007 after his appointment
as the Secretary for Financial Services and the Treasury of the
Government of the Hong Kong SAR with effect from 1 July
2007. He received his bachelors degree in economics from
Wesleyan University in the US and both his M.B.A. and Ph.D. in
finance from the University of Chicago. Professor Chan sits on
the boards of several public bodies including the Mandatory
Provident Fund Schemes Authority and The Hong Kong
Mortgage Corporation Limited and is the Chairman of the
Kowloon-Canton Railway Corporation in his official capacity.
Before joining the Government, Professor Chan was Dean
of Business and Management of the Hong Kong University
of Science and Technology from 1 July 2002. He was also an
independent non-executive Director of Shui On Construction
and Materials Limited from 1 June 2005 to 30 June 2007.

Members of the Executive Directorate


Chow Chung-kong Biographical details are set out on page 102.
Russell John Black 61, has been the Projects Director of the
Company since 1992. He is responsible for the planning and
implementation of all major railway extension and upgrade
projects, which have included the Airport Railway project
and the Tseung Kwan O Extension project. Currently under
construction is the Kowloon Southern Link, and under planning
and design are the West Island Line, the South Island Line, the
Guangzhou-Shenzhen-Hong Kong Express Rail Link and the
Shatin to Central Line. He also provides project management
expertise to the Companys railway projects in the Mainland
of China. Mr. Black initially worked for the Company from 1976
to 1984 and, prior to rejoining the Company in 1992, he was
the Project Director of London Undergrounds Jubilee Line
Extension project. He also worked on Singapores underground
railway and on the Eastern Harbour Crossing. Mr. Black served
on the Vocational Training Council from 1998 to 2002, the
Construction Advisory Board from 1993 to 1999, the Provisional
Construction Industry Coordination Board from 2001 to January
2007 and the Construction Industry Council since February

2007. Mr. Black holds an honours degree in civil engineering


from the University of Canterbury in New Zealand. In 2006, he
was elected an International Fellow of The Royal Academy of
Engineering. He is also a Fellow of the Hong Kong Academy of
Engineering Sciences, the Hong Kong Institution of Engineers
and the Institution of Professional Engineers, New Zealand. He
was awarded the Public Service medal (PBM) in Singapore in
1986 and the Bronze Bauhinia Star medal in 1999.
William Chan Fu-keung 59, has been the Human Resources
Director since August 1998. He joined the Company as Human
Resources Manager in 1989. He is responsible for human resource
management, people development, operations and management
training, administration and security management. Prior to joining
the Company, Mr. Chan held senior managerial positions both in
the commerce and in the utility sectors in Hong Kong, including
the Government, the Hong Kong Productivity Council, Hutchison
Whampoa Limited and Hong Kong Telecommunications Limited.
He is a fellow member of the Hong Kong Institute of Human
Resource Management since 1985 and is also the Vice President
of the Institute. He is a Council member of Employers Federation
of Hong Kong, a member of the Remuneration Committee
of the Hong Kong Housing Society, the Standing Committee
on Disciplined Services Salaries and Conditions of Service and
the Career Development and Advisory Board for a number of
universities. Mr. Chan received a Bachelor of Social Science degree
from The University of Hong Kong in 1971, majoring in economics.
Thomas Ho Hang-kwong 57, has served as the Property
Director since joining the Company in 1991. He is responsible
for the development and management of all properties
above and adjacent to MTR stations and depots. He leads a
multi-disciplinary team of managers involved in the planning,
design, construction and management of large-scale property
developments. Between 1971 and 1990, Mr. Ho worked for the
Hong Kong Government specialising in land administration
and latterly held a directorate post in the Lands Department,
responsible for formulating policies and procedures to make
land available for the airport and the Airport Railway project. Mr.
Ho was qualified in 1974 as a chartered surveyor in Hong Kong.
He is serving The Community Chest of Hong Kong as a Member
of the Campaign Organising Committee and a Co-Chairman of
the Corporate and Employee Contribution Programme.

MTR Corporation Annual Report 2007

104 | 105

Board and Executive Directorate

Lincoln Leong Kwok-kuen 47, has served as the Finance


Director since February 2002. He is responsible for the financial
management of all of the Companys affairs, including financial
planning and control, budgeting, accounting and reporting
and the treasury function. In addition, he has responsibility for
the Companys information technology function and serves
as chairman of both Octopus Holdings Limited and the board
of trustees of the Companys retirement schemes. Mr. Leong
graduated from Cambridge University in 1982 and later qualified
as a chartered accountant in England in 1985 and Canada in
1986. Prior to joining the Company as Finance Director, he
worked in both the accountancy and investment banking
industries. Mr. Leong has also worked as an accountant in
London and Vancouver, Canada and for a number of years as
an investment banker in Hong Kong. Mr. Leong is the chairman
of the executive committee of the Hong Kong Society for the
Protection of Children, a member of the supervisory board
of the Hong Kong Housing Society, a board member of the
Community Chest and a non-official member of the Family
Council. He also serves on the Board of Governor of the Chinese
International School and is a trustee of the Hospital Authority
Pension Fund Scheme. Mr. Leong is also a non-executive director
of both Hong Kong Aircraft Engineering Company Limited and
Tai Ping Carpets International Limited.
Francois Lung Ka-kui 49, has served as the China & International
Business Director since September 2005. He heads the
Companys growth-business efforts, including investments
in Mainland of China, operating franchises in Europe and
international consultancy. Dr. Lung has held various positions
in a number of Royal Dutch Shell affiliates since 1997 and joined
the Company from Shell Eastern Petroleum (Pte) Ltd. He was
the General Manager, China, with responsibility for strategy
development, governance and business performance of Shells
gas and power business in China. From 1994 to 1997, he held
positions at Duke Energy Asia Limited, an affiliate of Duke Energy
International, becoming Vice-President in 1996. Prior to this, Dr.
Lung spent approximately five years at PowerGen plc, a major
generator, distributor and retailer of electricity in the United
Kingdom, and three years at the Central Electricity Generating
Board before the privatisation of the electricity industry in the

United Kingdom. Dr. Lung holds a Bachelor of Science degree


in Mechanical Engineering from the University of Hong Kong, a
PhD in Combustion from the University of Leeds in the United
Kingdom, a Master of Science degree in Management from
the University of Southampton in the United Kingdom and a
Bachelor of Law degree from the University of London. Dr. Lung
was admitted to the Bar of the United Kingdom in 1992.
Andrew McCusker 62, has served as the Operations Director
since December 2005. Mr. McCusker has more than 40 years
of experience in the operating, engineering and projects fields
in Defence, Power, Water and Rail Industries. He joined the
Company as Operations Engineering Manager in 1987, and
since then has been posted to other responsible positions,
including Operations Engineering Design Manager, Project
Manager (Operations) and General Manager (Operations).
He was appointed Deputy Operations Director in March
2004 and Acting Operations Director in October 2005. Mr.
McCusker holds a degree in Mechanical Engineering from the
Kensington University in the United States and is a chartered
member of both the Institution of Mechanical Engineers of the
United Kingdom and the Chartered Institute of Personnel and
Development (U.K.). In 2007, he was awarded the prestigious
Steve Maxwell Leadership Award from the Australian Asset
Management Council.
Leonard Bryan Turk 58, is a solicitor admitted to practise both in
England and Wales and in Hong Kong. He joined the Company
in 1981 and has been Legal Director & Secretary to the Board
since 1988. Mr. Turk is responsible for legal advice, corporate
secretarial services, insurance, procurement and enterprise risk
management functions within the Company. His responsibilities
include matters of corporate governance as well as construction
contracts, contract administration and dispute resolution. Before
joining the Company, Mr. Turk worked in England, concentrating
particularly on commercial property development and the
financing of large projects.

Key Corporate Management


Chow Chung-kong

Roderic Hockin

Chief Executive Officer

General Manager WIL/SIL

Operations

Barry Hill

Andrew McCusker

Joseph Choi Kin-hung

Operations Director

Li Yun-tai
Deputy Operations Director

Wilfred Lau Cheuk-man


Head of Operations

Tony Yeung Sau-on


General Manager Operations Development

Jacob Kam Chak-pui


Head of Operations Engineering

Franco Fabbian
General Manager Technical Engineering Services &
International Consultancy

David Leung Chuen-choi

Legal & Procurement


Leonard Turk
Legal Director & Secretary

Project Manager WIL/SIL E&M

David Fleming
Deputy Legal Director

General Manager SCL

Martin Dunn

Malcolm Gibson

General Manager Procurement & Contracts

Head of Project Engineering

Teresa Tang Sui-ching

Wilfred Yeung Sze-wai

Procurement & Contracts Manager Operations

Chief Architect

Lila Fong Man-lee

Stephen Chik Wai-keung

Legal Manager Company Secretarial

Chief Civil & Planning Engineer

Linda Li Sau-lin

Leung Chi-lap

Legal Manager Property

Chief E&M Engineer

Gillian Meller

William Leung Hon-wai

Legal Manager General

Head of Merger Integration

Ivan Lai Ching-kai

Ringo Lo Tze-shut

General Manager Infrastructure

Head of Corporate Efficiency

Yuen Wah-hi

Enterprise Risk Manager

Glenn Frommer

Human Resources & Administration

Rolling Stock Workshop Manager

Head of Sustainability Development

William Chan Fu-keung

Tony Lee Kar-yun

Property

Human Resources Director

Thomas Ho Hang-kwong

General Manager Human Resources

Rolling Stock Fleet Manager

George Lee Kai-wing


General Manager Safety & Quality

Ho Chun-wing
Planning & Development Manager

Carmen Li Wai-ching
General Manager Intercity & Freight

Leung Kwok-yiu
Operations Manager EAL & MOL

Choi Tak-tsan
Operations Manager ISL & TKL

Paul Chin Kam-wah


Operations Manager KTL & TWL

Lai Dor-fuk
Operations Manager AEL, TCL & DRL

Vincent Luk Kin-ping

Property Director

Alison Wong Yuen-fan

Victor Chan Hin-fu


General Manager Property Development

Human Resources Manager China & International


Business

Terence Chan Pak-hang

Chester Tsang Wing-cheong

General Manager Property Project

Management Training & Development Manager

Angus Cheng Siu-chuen


General Manager Investment Properties & Management

Steve Yiu Chin

Steven Cho Yan-ming


Training Manager Operations

Lok Ka-sui

General Manager Town Planning

Administration & Security Manager

James Hor Wai-hong

Amy Kong Ming-chu

Chief Development Manager

People Development Manager

Emily Chan Sau-ching

Katy Lam Kwun-yi

Chief Development Manager

Organisation Development Manager

Andy Tong Sze-hang


Chief Project Manager-Property

Marketing

Operations Manager WRL & LRL

Edward Wong Koon-pong

Jeny Yeung Mei-chun

China & International Business

Chief Project Manager-Property

General Manager Marketing & Station Commercial

Betty Leong Sin-ling

Eddie So Chung-tat

Selwyn Lai Sau-heem

Francois Lung Ka-kui


China & International Business Director

Chief Retail Development Manager

Senior Manager Fare & Business Planning

David Tang Chi-fai

Candy Ng Chui-lok

Stella Kwan Mun-yee

General Manager Central & Southern China

Chief Shopping Centre Manager

Senior Manager Media Business

Richard Wong Shiu-ki

Gary Lau Wai-keung

Paul Ho Nai-man

General Manager Beijing & Tianjin

Chief Property Manager

Senior Manager Business Development

Adi Lau Tin-shing

Sammy Yu Ka-yin

Victor Leung Wai-keung

General Manager Shenzhen Line 4

Chief Property Manager

Senior Manager Service Planning & Branding

Antonio Choi Fung-chung

Maria S. Sze Mang-kwan

Corporate Relations

Chief Project Manager Shenzhen Line 4

Chief Property Manager

Alvin Luk Wing-kwok

Matthew Wong Siu-wing

Miranda Leung Chan Che-ming


General Manager Corporate Relations

Chief Project Manager Shanghai

Chief Technical Manager

Lee Tze-man

Finance

Senior Manager Corporate Relations

Lincoln Leong Kwok-kuen

Maggie So Man-kit

Deputy General Manager Project

Jeremy Long
Chief Executive Officer European Business

Richard Drake
Finance Director European Business

Jonathan Dring
Commercial Manager European Business

Kelson Chan Chi-kun

May Wong May-kay

Finance Director

Senior Manager Projects & Property Communications

Jimmy Lau Chiu-chung

Ida Leung Pik-fu

General Manager Financial Control & Treasury

Senior Manager External Affairs

Herbert Hui Leung-wah

Internal Audit

General Manager Corporate Finance

Stanley Woo Kam-ming

Jeff Kwan Wai-hung

Head of Internal Audit

Treasurer

Strategy & Planning Manager

Daniel Lai Sik-cheung

Projects

Head of Information Technology

Nelson Hung Yat-keung


Senior Internal Audit Manager

Denise Ng Kee Wing-man

Octopus Holdings Limited

Projects Director

Head of Investors Relations and Retirement Benefits

Prudence Chan

Lee Kang-kuen

Leung Chi-choi

Chief Executive Officer

Deputy Projects Director

Stores Manager

Sunny Lui Siu-sun

TraxComm Limited

Henry Lam Hing-cheung

Russell Black

General Manager KSL

Financial Controller-Railway Operations & Property

David Sorton

Raymond Chan Wai-man

Paul Ho Nai-man
Chief Executive Officer

Project Manager Civil

Financial Controller-Corporate Services

Ngong Ping 360 Limited

Paul Lo Po-hing

Lisa Seto Siu-wah

Morris Cheung Siu-wa

General Manager XRL/MP

Financial Controller-Projects

Managing Director

MTR Corporation Annual Report 2007

106 | 107

Report of the Members of the Board


The Members of the Board have pleasure in submitting their
Report and the audited statement of Accounts for the financial
year ended 31 December 2007.

H the operation of the Tung Chung to Ngong Ping Cable Car


System and the Theme Village in Ngong Ping, Lantau Island,
Hong Kong;

Principal Activities of the Group

I consultancy services covering all areas of expertise required

The principal activities of the Company and its subsidiaries are:

in the project management, planning, construction, operation,


maintenance and up-grading of railways plus fare collection,
property integration/development advice including other property
related services and advice on generation of non-fare revenues;

A the operation of a modern railway system with lines from


Central to Tsuen Wan (Tsuen Wan Line), from Yau Ma Tei to
Tiu Keng Leng (Kwun Tong Line), from Po Lam to North Point
(Tseung Kwan O Line), from Chai Wan to Sheung Wan (Island
Line), from Hong Kong to Tung Chung (Tung Chung Line),
from Hong Kong to the Hong Kong International Airport and
then AsiaWorld-Expo both at Chek Lap Kok (Airport Express
Line), from Sunny Bay to Disneyland Resort (Disneyland Resort
Line), from East Tsim Sha Tsui to the boundary at Lo Wu and
Lok Ma Chau (East Rail Line), from Tai Wai to Wu Kai Sha (Ma
On Shan Line), from Nam Cheong to Tuen Mun (West Rail Line),
the North-west Railway (commonly known as Light Rail) in the
North-West New Territories of Tuen Mun, Tin Shui Wai and Yuen
Long, an intercity railway system between Hong Kong and
some major cities in the Mainland of China, and a freight railway
system along East Rail Line from the boundary at Lo Wu to
Sheung Shui Abattoir and Hung Hom;

B property development, either as owner or as agent for KCRC,


at locations relating to the railway system including the Tseung
Kwan O Line, the Ma On Shan Line, the East Rail Line, the Light
Rail and the West Rail Line;
C related commercial activities, including the letting of
advertising and retail space, bandwidth services on the
railway telecommunication system, property management
and leasing management of investment properties (including
shopping centres and offices), and Octopus Card Building
Access System services;
D the operation of the 7-year London Overground Concession,
in which the Company has a 50% equity share, consisting of
107.2 route kilometres of commuter railway lines connecting
Londons suburbs into the London Underground network;

E the design and construction of a station at LOHAS Park (in


Tseung Kwan O South) as an extension of the Tseung Kwan O
Line;

F project management for the Kowloon Southern Link as an


extension of the West Rail Line;
G the planning and construction of future extensions to the
railway system and other related infrastructure projects, in
particular the West Island Line and the South Island Line for
which Government has confirmed policy support;

J investment in Octopus Holdings Limited, a subsidiary of the


Company, which has business activities both in Hong Kong and
overseas including the operation of a smart card system by its
subsidiary Octopus Cards Limited for the collection of payments
for both transport and non-transport applications in Hong Kong;

K equity investments and long term operation and


maintenance contracts outside of Hong Kong;

L property management, shopping centre investment and


railway related property development business in the Mainland
of China; and

M the investment in, and construction of, Beijing Metro Line 4,


in which the Company has a 49% equity interest, for future
operations under a 30 year concession agreement with the
Beijing Municipal Government.
In addition to the above, a Feasibility Study Report for Shenzhen
Line 4 has been submitted to National Development and
Reform Commission for approval. The Company continues the
discussion of the Report with Shenzhen Municipal Government.

Dividend
The Directors have recommended a final dividend of HK$0.31
per Ordinary Share to be payable to shareholders whose names
appear on the Register of Members of the Company on 15 April
2008. Subject to the passing of the necessary resolutions at the
forthcoming Annual General Meeting, such dividend will be
payable on or about 18 June 2008, in cash in Hong Kong dollars,
with a scrip dividend alternative. The Companys majority
shareholder, The Financial Secretary Incorporated, has agreed to
elect to receive all or part of its entitlement to dividends in the
form of scrip to the extent necessary to ensure that a maximum
of 50% of the total dividend paid by the Company will be in the
form of cash.

Members of the Board


Members of the Board who served during the year were
Raymond Chien Kuo-fung (non-executive Chairman), Chow

Chung-kong (Chief Executive Officer), Cheung Yau-kai, David


Gordon Eldon, Christine Fang Meng-sang, Edward Ho Sing-tin,
Lo Chung-hing, Ng Leung-sing and Abraham Shek Lai-him
[both appointed with effect from 18 December 2007], T. Brian
Stevenson, Frederick Ma Si-hang [resigned with effect from 10
July 2007], Chan Ka-keung, Ceajer [appointed with effect from
10 July 2007], the Secretary for the Environment, Transport and
Works (Sarah Liao Sau-tung) [ceased to be a Member of the
Board with effect from 1 July 2007], the Secretary for Transport
and Housing (Eva Cheng) [appointed by the Chief Executive of
the HKSAR with effect from 1 July 2007] and the Commissioner
for Transport (Alan Wong Chi-kong).
In July 2007, Raymond Chien Kuo-fung was re-appointed as
the non-executive Chairman of the Company with effect from
1 August 2007 for a term up to 31 December 2007 or the day
to be appointed by the Secretary for Transport and Housing
by notice published in the Gazette under the Rail Merger
Ordinance, whichever was the earlier. The Rail Merger Ordinance
relates to the Rail Merger between the Company and KCRC. On
8 August 2007, the Government of HKSAR appointed Raymond
Chien Kuo-fung as the non-executive Chairman for a term of 24
months and selected Chow Chung-kong as the Chief Executive
Officer of the Company, with effect from the Rail Merger. The Rail
Merger took effect on 2 December 2007.

for Chan Ka-keung, Ceajer (who became a Member of the


Board with effect from 10 July 2007): Alan Lai Nin [ceased
on 5 November 2007], Ying Yiu-hong [with effect from 5
November 2007] and Leung Cheuk-man;

for the office of the Secretary for the Environment, Transport


and Works (until the office ceased to be a Member of the
Board on 1 July 2007): (i) the Permanent Secretary for the
Environment, Transport and Works (Joshua Law Chi-kong)
and (ii) the Deputy Secretary for the Environment, Transport
and Works (Patrick Ho Chung-kei, Chu Man-ling, Annie Choi
Suk-han [who ceased to be the Deputy Secretary for the
Environment, Transport and Works and accordingly ceased
to be an alternate director to the office of the Secretary for
the Environment, Transport and Works], Yung Wai-hung and
Lee Lai-yee [with effect from 2 May 2007]);

for the office of the Secretary for Transport and Housing


(the office became a Member of the Board with effect from
1 July 2007): (i) the Permanent Secretary for Transport and
Housing (Transport) (Joshua Law Chi-kong [who ceased
to be the Permanent Secretary for Transport and Housing
(Transport) and accordingly ceased to be an alternate
director to the office of the Secretary for Transport and
Housing] and Ho Suen-wai [with effect from 15 August 2007])
and (ii) the Deputy Secretary for Transport and Housing
(Transport) (Patrick Ho Chung-kei [who ceased to be the
Deputy Secretary for Transport and Housing (Transport) and
accordingly ceased to be an alternate director to the office of
the Secretary for Transport and Housing], Chu Man-ling, Yung
Wai-hung and Lee Lai-yee); and

for the Commissioner for Transport: the Deputy


Commissioner for Transport/Transport Services and
Management (Carolina Yip Lai-ching).

At the Annual General Meeting on 7 June 2007 and pursuant to


the Articles of Association, Chow Chung-kong, David Gordon
Eldon and Christine Fang Meng-sang retired under the Articles
of Association and were re-elected as Members of the Board.
At the forthcoming Annual General Meeting and in accordance
with the Articles of Association, Edward Ho Sing-tin and Lo
Chung-hing will retire by rotation. Chan Ka-keung, Ceajer, Ng
Leung-sing and Abraham Shek Lai-him, who were appointed
by the Board after the 2007 Annual General Meeting, will retire
under Article 85 of the Articles of Association.
Biographical details for Board Members are set out on pages 101
to 105.

Executive Directorate
The Members of the Executive Directorate who served during
the year were Chow Chung-kong (Chief Executive Officer and
a Member of the Board), Russell John Black, William Chan Fukeung, Thomas Ho Hang-kwong, Lincoln Leong Kwok-kuen,
Francois Lung Ka-kui, Andrew McCusker and Leonard Bryan Turk.

Alternate Directors
The Alternate Directors in office during the year were:

for Frederick Ma Si-hang (until he resigned as a Member of


the Board on 10 July 2007): Alan Lai Nin, Martin McKenzie
Glass [ceased on 19 April 2007] and Leung Cheuk-man [with
effect from 19 April 2007];

Biographical details for Members of the Executive Directorate


during the year are set out on pages 105 and 106.

Internal Audit
The Companys Internal Audit Department provides
independent, objective assurance and consulting services

MTR Corporation Annual Report 2007

108 | 109

Report of the Members of the Board

designed to add value and improve the Companys operations.


Key responsibilities of the Department include:

Accounts
The state of affairs of the Company and the Group as at 31
December 2007 and of the Groups results, changes in equity
and cash flows for the year are set out in the accounts on pages
127 to 214.

Assessment of the adequacy and effectiveness of the


Companys system of internal controls over its activities and
risk management.

Identification of opportunities for improving management


control, resources utilisation and profitability.

Special reviews and/or investigations as commissioned by


Company management or the Audit Committee.

A summary of the results and of the assets and liabilities of the


Group together with some major operational statistics for the
last ten years are set out on pages 82 to 83.

The Head of Internal Audit reports directly to the Chief Executive


Officer and has direct access to the Audit Committee.

Fixed Assets and Railway Construction in Progress

Business Ethics
Please refer to page 96.

Policies
The Board has adopted the following risk management
strategies and policies:

Ten-Year Statistics

Movements in fixed assets and railway construction in progress


during the year are set out in notes 18 to 20 and 22 to the
accounts respectively.

Movements in Reserves
Movements in reserves during the year are set out in notes 45
and 46 to the accounts.

A Construction and Insurance Risk Management Strategy;

Share Capital

B Finance Risk Management Strategy;

As at 31 December 2006, the authorised share capital of the


Company was HK$6.5 billion, divided into 6.5 billion Ordinary
Shares, 5,548,613,951 of which were issued and credited as fully
paid. During the year, the Company issued a total of 62,443,084
Ordinary Shares. Of this number:

C Treasury Risk Management Strategy;


D Safety Risk Management Strategy;
E Enterprise Risk Management Strategy;
F Security Risk Management Policy; and
G Environmental Risk Management Policy.

Public Float
The Stock Exchange granted to the Company, at the time of
its listing on the Main Board of the Stock Exchange in 2000, a
waiver from strict compliance with Rule 8.08(1) of the Listing
Rules (Public Float Waiver). Pursuant to the Public Float Waiver,
the Companys prescribed minimum percentage of shares which
must be in the hands of the public must not be less than 10%
of the total issued share capital of the Company. Based on the
information that is publicly available to the Company and within
the knowledge of the Directors, the Company has maintained
the prescribed amount of public float during the year and up to
the date of this report as required by the Public Float Waiver.

Bank Overdrafts, Bank Loans and Other


Borrowings
The total borrowings of the Group as at 31 December 2007
amounted to HK$34,050 million (2006: HK$28,152 million).
Particulars of borrowings including bank overdrafts and bank
loans are set out in note 38 to the accounts.

A 2,562,500 Ordinary Shares were issued by the Company


pursuant to the exercise of share options which had been
granted under the Companys Pre-Global Offering Share Option
Scheme (as referred in note 45 to the accounts). In respect of
each Ordinary Share issued, the relevant exercise price per share
of options is HK$8.44 to the Company;
B 129,000 Ordinary Shares were issued by the Company pursuant
to the exercise of share options which had been granted under
the Companys New Joiners Share Option Scheme (as referred
in note 45 to the accounts). In respect of each Ordinary Share
issued, the relevant exercise price per share of options are HK$9.75,
HK$15.45 and HK$19.104 to the Company;
C 39,183,554 Ordinary Shares were issued by the Company in
order to satisfy shareholders scrip dividend elections in respect
of the final dividend of the Company for the year ended 31
December 2006 (for which the cash dividend was HK$0.28 per
Ordinary Share); and

D 20,568,030 Ordinary Shares were issued by the Company in


order to satisfy shareholders scrip dividend elections in respect
of the interim dividend of the Company for the six months
ended 30 June 2007 (for which the cash dividend was HK$0.14
per Ordinary Share).

As at 31 December 2007, the authorised share capital of the


Company was HK$6.5 billion, divided into 6.5 billion Ordinary
Shares, 5,611,057,035 of which were issued and credited as
fully paid.

Redemption of Listed Securities


Neither the Company nor any of its subsidiaries purchased, sold or
redeemed any of its listed securities during the financial year 2007.

financial instruments such as interest rate swaps and cross


currency swaps are used only as hedging tools to manage
the Groups exposure to interest rate and currency risks.
Prudent guidelines and procedures are in place to control the
Companys derivatives activities, including a comprehensive
credit risk management system for monitoring counterparty
credit exposure using the Value-at-Risk approach. There is
also appropriate segregation of duties within the Companys
Treasury Department.

Properties
Particulars of the principal investment properties and properties
held for sale of the Company are shown on pages 54 to 55.

Donations
During the year, the Company donated a total of HK$193,000 to
charitable organisations.
The MTR HONG KONG Race Walking 2007 raised over HK$1
million for the Hospital Authority Health InfoWorld health
education campaign.
The Company helped raise funds for the Community Chest
with a total cash donation of over HK$1 million through
different activities such as CARE Scheme, Skip Lunch Day and
Dress Special Day.
In early 2008, the Company donated HK$1 million to the Hong
Kong Red Cross and HK$1 million to the All-China Federation
of Railway Trade Unions for the relief work in relation to the
snowstorms on the Mainland. Charity counters were set up at its
shopping malls to help raise funds for this cause.

Reporting and Monitoring


There is a comprehensive budgeting system for all operational
and business activities, with an annual budget approved by the
Board. Monthly results of the Companys operations, businesses
and projects are reported against the budget to the Board and
updated forecasts for the year are prepared regularly.

Treasury Management
The Companys Treasury Department operates within approved
guidelines from the Board. It manages the Companys debt
profile with reference to the Preferred Financing Model which
defines the preferred mix of financing instruments, fixed and
floating rate debts, maturities, interest rate risks, currency
exposure and financing horizon. The model is reviewed and
refined periodically to reflect changes in the Companys
financing requirements and market environment. Derivative

Major financing transactions and guidelines for derivatives


transactions including credit risk management framework are
approved at the Board level.

Capital and Revenue Expenditure


There are defined procedures for the appraisal, review and
approval of major capital and revenue expenditures. All project
expenditure over 0.2% of the net assets of the Company and the
employment of consultancy services over 0.1% of the net assets
of the Company require the approval of the Board.

Syndicated Loan Raised


In October 2007, the Group signed a HK$10 billion syndicated
loan facility with a group of 19 major banks from Hong Kong,
Mainland China, Japan, Europe and the US to meet the Groups
general corporate funding requirements, including partial
payment of the HK$12.04 billion upfront payment to KCRC on
the Appointed Day for the Rail Merger.

Computer Processing
There are defined procedures, controls and regular quality
reviews on the operation of computer systems to ensure the
accuracy and completeness of financial records and efficiency
of data processing. The Companys computer centre operation
and support, help desk operation and support services, and also
software development and maintenance, have been certified
under ISO 9001:2000. Disaster recovery rehearsal on critical
applications is conducted annually.

Interests in Contracts of Members of the Board and


the Executive Directorate
There was no contract of significance, to which the Company or
any of its subsidiaries was a party and in which a Member of the
Board or a Member of the Executive Directorate had a material
interest (whether direct or indirect), which subsisted at the end
of the year or at any time during the year.

MTR Corporation Annual Report 2007

110 | 111

Report of the Members of the Board

Board Members and Executive Directorates Interests in Shares


As at 31 December 2007, the interests or short positions of the Members of the Board and the Executive Directorate in the shares,
underlying shares and debentures of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of
the Laws of Hong Kong) (SFO)) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to
the Company and the Stock Exchange pursuant to the Model Code were as follows:

Long Positions in Shares and Underlying Shares of the Company


Number of Ordinary Shares held

Member of the Board or


Executive Directorate
Raymond Chien Kuo-fung

Personal*
interests

Family
interests

Derivatives
Share Options

Corporate
interests

Personal*
interests

Other

Personal*
interests

Total
interests

Percentage of
aggregate interests
to total issued
share capital

50,369

50,369

0.00090

720,000
(Note 1)

418,017
(Note 2)

1,138,017

0.02028

T. Brian Stevenson

4,790

4,790

0.00009

Christine Fang Meng-sang

1,712

1,712

0.00003

Russell John Black

55,152

170,000
(Note 1)

225,152

0.00401

William Chan Fu-keung

46,960

(i) 217,500
(Note 3)
(ii) 170,000
(Note 1)

434,460

0.00774

Thomas Ho Hang-kwong

55,037

2,541

(i) 321,000
(Note 3)
(ii) 170,000
(Note 1)

548,578

0.00978

Lincoln Leong Kwok-kuen

23,000

23,000
(Note 4)

(i) 1,043,000
(Note 5)
(ii) 170,000
(Note 1)

160,000
(Note 6)

1,419,000

0.02529

Francois Lung Ka-kui

46,000

2,500

(i) 1,066,000
(Note 5)
(ii) 130,000
(Note 1)

1,244,500

0.02218

Andrew McCusker

170,000
(Note 1)

170,000

0.00303

Leonard Bryan Turk

170,000
(Note 1)

170,000

0.00303

681

1,371

2,052

0.00004

Chow Chung-kong

Ho Suen-wai
(Note 7)
Notes
1

Further details of the above share options are set out in the table below showing details of the options to subscribe for ordinary shares granted under the 2007 Share
Option Scheme.

Chow Chung-kong has a derivative interest in respect of 418,017 shares in the Company within the meaning of Part XV of the SFO. That derivative interest represents
Mr. Chows entitlement to receive an equivalent value in cash of 418,017 shares in the Company on completion of his three-year contract (on 30 November 2009).

Further details of the above share options are set out in the table below showing details of the options to subscribe for ordinary shares granted under the Pre-Global
Offering Share Option Scheme.

The 23,000 shares are held by Linsan Investment Ltd., a private limited company beneficially wholly owned by Lincoln Leong Kwok-kuen.

Further details of the above share options are set out in the table below showing details of the options to subscribe for ordinary shares granted under the New Joiners
Share Option Scheme.

Lincoln Leong Kwok-kuen has a derivative interest in respect of 160,000 shares in the Company within the meaning of Part XV of the SFO. That derivative interest
represents Mr. Leongs entitlement to receive an equivalent value in cash of 160,000 shares in the Company on 9 April 2010.

The office of the Permanent Secretary for Transport and Housing (Transport) is an Alternate Director to the office of the Secretary for Transport and Housing (Eva Cheng).
The Secretary for Transport and Housing is a non-executive Director of the Company. Ho Suen-wai is the holder of the post of the Permanent Secretary for Transport and
Housing (Transport).

Interests as beneficial owner

Interests of spouse or child under 18 as beneficial owner

Options to Subscribe for Ordinary Shares Granted under the Pre-Global Offering Share Option Scheme, as Referred to
in Notes 7B(i) and 47A(i) to the Accounts

Options
outstanding Options Options
as at vested lapsed
1 January during during
2007 the year the year

Weighted
average
closing price
of shares
immediately
before the
date(s)
on which
options were
exercised
(HK$)

Exercise
Options
Options price per outstanding
exercised share of
as at
during options 31 December
the year
(HK$)
2007

Date
granted

No. of
options
granted

Period during
which rights
exercisable
(day/month/year)

William Chan Fu-keung

20/9/2000

1,066,000

5/4/2001 11/9/2010

217,500

8.44

217,500

Thomas Ho Hang-kwong

20/9/2000

1,066,000

5/4/2001 11/9/2010

321,000

8.44

321,000

Other eligible employees

20/9/2000 41,409,000

5/4/2001 11/9/2010

7,291,000

2,562,500

8.44

4,728,500

23.14

Executive Directorate and


eligible employees

Notes
1

The Pre-Global Offering Share Option Scheme (Pre-IPO Option Scheme) is valid and effective for a period of ten years after 12 September 2000. No option may be
offered to be granted under the Pre-IPO Option Scheme on or after the commencement of dealings in shares of the Company on Stock Exchange on 5 October 2000.

The number of shares to which the option granted to each participant under the Pre-IPO Option Scheme does not exceed 25% of the number of the shares issued and
issuable under the Pre-IPO Option Scheme.

Options to Subscribe for Ordinary Shares Granted under the New Joiners Share Option Scheme, as Referred to in
Notes 7B(ii) and 47A(ii) to the Accounts

Executive Directorate and


eligible employees
Lincoln Leong Kwok-kuen
Francois Lung Ka-kui
Other eligible employees

Date
granted

No. of
options
granted

Options
outstanding
Period during which
as at
rights exercisable
1 January
(day/month/year)
2007

1/8/2003 1,066,000

14/7/2004 14/7/2013

22/3/2007 1,066,000

19/3/2008 19/3/2017

1,043,000

Options Options
granted vested
during during
the year the year

Exercise
Options
Options Options price per outstanding
lapsed exercised share of
as at
during
during options 31 December
the year the year
(HK$)
2007

Weighted
average
closing price
of shares
immediately
before the
date(s)
on which
options were
exercised
(HK$)

9.75

1,043,000

1,066,000

19.404

1,066,000

1/8/2003

495,200

14/7/2004 14/7/2013

268,200

66,000

9.75

202,200

21.51

12/1/2006

94,000

9/1/2007 9/1/2016

94,000

31,500

31,500

15.45

62,500

22.90

13/9/2005

94,000

9/9/2006 9/9/2015

94,000

31,500

15.97

94,000

23/9/2005

213,000

9/9/2006 9/9/2015

213,000

71,000

15.97

213,000

31/3/2006

94,000

20/3/2007 20/3/2016

94,000

31,500

18.05

94,000

4/7/2006

94,000

19/6/2007 19/6/2016

94,000

31,500

18.30

94,000

94,000 13/11/2007 13/11/2016

94,000

31,500

31,500

19.104

62,500

24.20

5/10/2006

94,000

29/9/2007 29/9/2016

94,000

31,500

19.732

94,000

12/5/2006

266,500

25/4/2007 25/4/2016

266,500

89,000

20.66

266,500

15/5/2006

213,000

25/4/2007 25/4/2016

213,000

71,000

20.66

213,000

12/5/2006

213,000

2/5/2007 2/5/2016

213,000

71,000

21.00

213,000

17/11/2006

Notes
1

No option may be exercised later than ten years after its date of offer and no option may be offered to be granted more than five years after the adoption of the New
Joiners Share Option Scheme (New Option Scheme) on 16 May 2002.

Unless approved by shareholders in the manner as required by the Listing Rules, the total number of shares issued and issuable upon exercise of the options granted
to any eligible employee under the New Option Scheme together with the total number of shares issued and issuable upon the exercise of any option granted to such
eligible employee under any other share option scheme of the Company (including, in each case, both exercised and outstanding options) in any 12-month period must
not exceed 1% of the shares of the Company in issue at the date of offer in respect of such option under the New Option Scheme.

MTR Corporation Annual Report 2007

112 | 113

Report of the Members of the Board

Options to Subscribe for Ordinary Shares Granted under the 2007 Share Option Scheme, as Referred to in
Notes 7B(iii) and 47A(iii) to the Accounts

Executive Directorate and


eligible employees

Date
granted

No. of
options
granted

Period during which


rights exercisable
(day/month/year)

Options
outstanding
as at
1 January
2007

Options Options
granted vested
during during
the year the year

Exercise
Options
Options Options price per outstanding
lapsed exercised share of
as at
during
during options 31 December
the year the year
(HK$)
2007

Weighted
average
closing price
of shares
immediately
before the
date(s)
on which
options were
exercised
(HK$)

Chow Chung-kong

13/12/2007

720,000 10/12/2008 10/12/2014

720,000

27.60

720,000

Russell John Black

12/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

William Chan Fu-keung

13/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

Thomas Ho Hang-kwong

12/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

Lincoln Leong Kwok-kuen

12/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

Francois Lung Ka-kui

12/12/2007

130,000 10/12/2008 10/12/2014

130,000

27.60

130,000

Andrew McCusker

12/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

Leonard Bryan Turk

12/12/2007

170,000 10/12/2008 10/12/2014

170,000

27.60

170,000

Other eligible employees

11/12/2007

45,000 10/12/2008 10/12/2014

45,000

27.60

45,000

12/12/2007 1,750,000 10/12/2008 10/12/2014

1,750,000

27.60

1,750,000

13/12/2007

915,000

27.60

915,000

14/12/2007 1,005,000 10/12/2008 10/12/2014

1,005,000

27.60

1,005,000

15/12/2007

435,000 10/12/2008 10/12/2014

435,000

27.60

435,000

17/12/2007

835,000 10/12/2008 10/12/2014

835,000

27.60

835,000

18/12/2007

445,000 10/12/2008 10/12/2014

445,000

27.60

445,000

19/12/2007

115,000 10/12/2008 10/12/2014

115,000

27.60

115,000

20/12/2007

190,000 10/12/2008 10/12/2014

190,000

27.60

190,000

21/12/2007

45,000 10/12/2008 10/12/2014

45,000

27.60

45,000

22/12/2007

35,000 10/12/2008 10/12/2014

35,000

27.60

35,000

24/12/2007

118,000 10/12/2008 10/12/2014

118,000

27.60

118,000

28/12/2007

35,000 10/12/2008 10/12/2014

35,000

27.60

35,000

31/12/2007

130,000 10/12/2008 10/12/2014

130,000

27.60

130,000

2/1/2008

75,000 10/12/2008 10/12/2014

75,000

27.60

75,000

3/1/2008

40,000 10/12/2008 10/12/2014

40,000

27.60

40,000

915,000 10/12/2008 10/12/2014

4/1/2008

65,000 10/12/2008 10/12/2014

65,000

27.60

65,000

7/1/2008

125,000 10/12/2008 10/12/2014

125,000

27.60

125,000

Notes
1

No option may be exercised later than seven years after its date of offer and no option may be offered to be granted more than seven years after the adoption of the 2007
Share Option Scheme (2007 Option Scheme) on 7 June 2007.

Unless approved by shareholders in the manner as required by the Listing Rules, the total number of shares issued and issuable upon exercise of the options granted
to any eligible employee under the 2007 Option Scheme together with the total number of shares issued and issuable upon the exercise of any option granted to such
eligible employee under any other share option scheme of the Company (including, in each case, both exercised and outstanding options) in any 12-month period must
not exceed 0.2% of the shares of the Company in issue at the date of offer in respect of such option under the 2007 Option Scheme.

Share options granted during the period from 11 December 2007 to 7 January 2008 were offered to Members of the Executive Directorate and selected employees of the
Company on 10 December 2007. Under the 2007 Option Scheme, the date of grant is defined as the date of acceptance of the offer to grant the option. Options granted
in January 2008 have not been accounted for in the accounts for the year ended 31 December 2007.

During the year ended 31 December 2007, 1,066,000 options


to subscribe for shares of the Company were granted to a
Member of the Executive Directorate under the New Joiners
Share Option Scheme. In addition, 1,870,000 and 6,403,000
options to subscribe for shares of the Company were granted
to 8 Members of the Executive Directorate and 131 employees
respectively under the 2007 Share Option Scheme during the
period from 11 December 2007 to 7 January 2008. Details of the
grant under these two Schemes are set out in the tables above.

The respective closing price per share immediately before the


respective date of grant of the options under the two Schemes
are set out below. Pursuant to the terms of both Schemes,
each grantee undertakes to pay HK$1.00, on demand, to the
Company, in consideration for the grant of the options. The
share options granted are recognised on an accrued vesting
basis in the accounts. The weighted average value per option
granted, estimated at the respective date of grant using the
Black-Scholes pricing model is as follows:

Closing price per share


immediately before
the date of grant
(HK$)

Estimated
risk-free
interest rate
(%)

Estimated
Volatility

Expected
dividend
per share
(HK$)

Weighted average
value per option
granted
(HK$)

Expected life
(Years)

22/3/2007

19.32

3.96

0.21

0.42

3.79

11/12/2007

27.60

2.44

3.5

0.22

0.42

4.65

12/12/2007

27.90

2.48

3.5

0.22

0.42

4.85

13/12/2007

28.00

2.53

3.5

0.22

0.42

4.93

14/12/2007

27.30

2.67

3.5

0.22

0.42

4.55

15/12/2007

27.35

2.74

3.5

0.22

0.42

4.61

17/12/2007

27.35

2.74

3.5

0.22

0.42

4.61

18/12/2007

26.85

2.72

3.5

0.22

0.42

4.29

19/12/2007

27.00

2.73

3.5

0.22

0.42

4.39

20/12/2007

27.60

2.68

3.5

0.22

0.42

4.73

21/12/2007

27.95

2.78

3.5

0.22

0.42

4.99

22/12/2007

28.25

2.83

3.5

0.22

0.42

5.20

24/12/2007

28.25

2.83

3.5

0.22

0.42

5.20

28/12/2007

28.05

2.90

3.5

0.22

0.42

5.09

31/12/2007

28.05

2.86

3.5

0.22

0.42

5.07

Date granted

The Black-Scholes option pricing model was developed for use


in estimating the fair value of traded options and requires input
of highly subjective assumptions, including the expected life
and stock price volatility. Since the Companys share options
have characteristics significantly different from those of
traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimates, the
Black-Scholes option pricing model does not necessarily provide
a reliable measure of the fair value of the share options.
Save as disclosed above:

A none of the Members of the Board or the Executive

the shares, underlying shares or debentures of the Company or


any of its associated corporations (within the meaning of Part XV
of the SFO); and

B during the year ended 31 December 2007, no Member of the


Board or the Executive Directorate nor any of their spouses or
children under 18 years of age held any rights to subscribe for
equity or debt securities of the Company nor had there been any
exercises of any such rights by any of them,
as recorded in the register kept by the Company under section
352 of the SFO or otherwise notified to the Company and the
HKSE pursuant to the Model Code.

Directorate of the Company had any interest or short position in

MTR Corporation Annual Report 2007

114 | 115

Report of the Members of the Board

Directors Service Contracts

Major Suppliers and Customers

No director proposed for re-election at the forthcoming


Annual General Meeting has a service contract which is not
determinable by the Company or any of its subsidiaries within
one year without payment of compensation, other than
statutory compensation.

Less than 30% in value of supplies (which were not of a capital


nature) purchased during the year ended 31 December 2007
was attributable to the Companys five largest suppliers. Less
than 30% in value of the Companys turnover during the year
ended 31 December 2007 was attributable to the Companys
five largest customers combined by value.

No Director has a service contract with the Company or any of


its subsidiaries which is for a duration which may exceed three
years or which requires the Company to, in order to terminate
such contract, give a notice period in excess of one year or
pay or make other payments equivalent to more than one
years emoluments.

Substantial Shareholders Interests


Set out below is the name of the party which was interested
in 5% or more of the nominal value of the share capital of the
Company and the number of shares in which it was interested
as at 31 December 2007 as recorded in the register kept by the
Company under section 336 of the SFO:

Name
The Financial Secretary Incorporated
(in trust on behalf of the Government)

Percentage of
Ordinary
No. of Shares to total
issued share
Ordinary
capital
Shares
4,301,750,382

76.67

The Company has been informed by the Government that, as


at 31 December 2007, approximately 0.90% of the shares of the
Company were held for the account of the Exchange Fund. The
Exchange Fund is a fund established under the Exchange Fund
Ordinance (Cap. 66 of the Laws of Hong Kong) under the control
of the Financial Secretary.

Loan Agreements with Covenant Relating


to Specific Performance of the Controlling
Shareholder
As at 31 December 2007, the Group had borrowings of
HK$33,695 million with maturities ranging 2008 to 2020
and undrawn committed and uncommitted banking and
other facilities of HK$17,920 million, which were subject to
the condition that the Government, being the Companys
controlling shareholder, owns more than half in nominal value
of the voting share capital of the Company during the lives of
the borrowings and the undrawn facilities. Otherwise,
immediate repayment of borrowings may be demanded and
cancellation of the undrawn facilities may result.

Going Concern
The accounts on pages 127 to 214 have been prepared on a
going concern basis. The Board has reviewed the Companys
budget for 2008, together with the longer-term forecast for
the following five years and is satisfied that the Company has
sufficient resources to continue as a going concern for the
foreseeable future.

Connected Transactions
During the year under review, the following transactions and
arrangements described below were entered into (or were
ongoing) with persons who are connected persons for the
purposes of the Listing Rules:

I(i) Merger-related Agreements


The Government is a substantial shareholder of the Company
and KCRC is an associate of the Company, in each case as
defined in the Listing Rules. The Government and KCRC
are therefore connected persons of the Company, and the
transactions listed in paragraphs B to K below are connected
transactions for the Company. Consequently, the Company
makes the disclosures below in accordance with Rule 14A.45 of
the Listing Rules. Each of the transactions listed in paragraphs
B to K below was approved by the independent shareholders
of the Company at an Extraordinary General Meeting held on
9 October 2007.
A Payments in Connection with Merger-related Agreements
In connection with the Rail Merger, the following initial
payments were made by the Company to KCRC on 2 December
2007 (being the Merger Date):

an upfront payment of HK$4.25 billion, payable under the


Service Concession Agreement (as described in paragraph
C below), being the upfront fee for the right to operate the
Service Concession (as defined in paragraph C below) and
the consideration for the purchased rail assets; and

an upfront payment of HK$7.79 billion payable under the


Merger Framework Agreement (as described in paragraph
B below) in consideration for the execution of the Property

Package Agreements (as described in paragraph J below) and


the sale of the shares in subsidiary companies of KCRC (the
KCRC Subsidiaries) that were transferred to the Company
under the Sale and Purchase Agreement (as described in
paragraph D below).
In addition to the initial payments above, the Company is also
required to make the following payments to KCRC going forward:

fixed annual payments of HK$750 million payable under


the Service Concession Agreement, for the right to use
and operate the concession property for the operation of
the service concession, in arrears on the day immediately
preceding each anniversary of the Merger Date which falls
during the concession period in respect of the 12 month
period up to and including the date on which such payment
falls due; and
variable annual payments payable under the Service
Concession Agreement, for the right to use and operate
the concession property for the operation of the service
concession, in each case, calculated on a tiered basis by
reference to the amount of revenue from the KCRC system
(as determined in accordance with the Service Concession
Agreement) for each financial year of the Company. No
variable annual payment is payable in respect of the first 36
months following the Merger Date.

As a complete package deal, other than the payment elements


described above and unless stated otherwise in the relevant
paragraph below, no specific allocation has been made between
the various elements of the Rail Merger.
B Merger Framework Agreement
The Merger Framework Agreement was entered into on
9 August 2007 between the Company, KCRC and the Secretary
for Transport and Housing and the Secretary for Financial
Services and the Treasury for and on behalf of the Government.

arrangements in relation to the assessment of land


premium amounts;

arrangements in relation to the employees of the Company


and KCRC, including provisions preventing the Company
from terminating the employment of relevant frontline staff
for any reason that relates to the process of integrating the
operations of the Company and KCRC;

the implementation of certain fare reductions;

KCRCs continuing responsibility for its existing financial


arrangements;

treatment of KCRCs cross border leases (CBLs);

the allocation of liability for any Pre-Rail Merger and Post-Rail


Merger claims by third parties; and

the Companys retention of its English name and (pursuant to


the MTR Ordinance) the change of its Chinese name to
.

arrangements in relation to the proposed Shatin to


Central Link;

the payment of HK$7.79 billion in respect of the Property


Package (as described in paragraph A above and in
paragraph J below);

C Service Concession Agreement


The Service Concession Agreement was entered into on
9 August 2007 between the Company and KCRC.
The Service Concession Agreement contains provisions in
relation to the grant and operation of a service concession and
licence granted by KCRC to the Company (Service Concession),
including in relation to:

the grant of the Service Concession to the Company to


access, use and operate the concession property (other than
KCRC railway land referred to immediately below);

the grant of a licence to access and use certain


KCRC railway land;

the term (being an initial period of 50 years from the Merger


Date) of the Service Concession and redelivery of the KCRC
system upon expiry or termination of the concession period.
The Service Concession will end if the Companys franchise
relating to the KCRC railway is revoked;

payments relating to property enabling works;

arrangements relating to the establishment of a rolling


programme on the level of flat production arising from
tenders for railway property development;

the provision by the Company, to specified standards, of


certain services previously provided by KCRC;

the payments of an upfront payment of HK$4.25 billion and


fixed annual payments and variable annual payments (as
described in paragraph A above);

The Merger Framework Agreement contains provisions for the


overall structure and certain specific aspects of the Rail Merger,
including in relation to:

a seamless interchange programme;


corporate governance of the Company Post-Rail Merger;

MTR Corporation Annual Report 2007

116 | 117

Report of the Members of the Board

KCRC remaining the legal and beneficial owner of the


concession property as at the Merger Date (known as Initial
Concession Property) and the Company being the legal
and beneficial owner of certain future concession property
(Additional Concession Property);

the regime for compensation payable by KCRC to the


Company if Additional Concession Property is returned to
KCRC at the end of the concession period;

the rights and restrictions of the Company and KCRC in


relation to the concession property (including, in relation to
operation and maintenance, disposals, security, parting with
possession, non-interference and insurance);

the arrangements in relation to intellectual property rights;

subject to certain conditions, the Company bearing all risks,


liabilities and/or costs whatsoever associated with or arising
from the concession property and the land on which any of
the concession property is located during the concession
period; and
the arrangements for the return of concession property
at the end of the Service Concession and mutual access
arrangements which would be applicable if the Service
Concession is terminated but the Company continues to
operate the MTRC railway (but not the KCRC railway).

D Sale and Purchase Agreement


The Sale and Purchase Agreement was entered into on
9 August 2007 between the Company and KCRC.
The Sale and Purchase Agreement provides the terms pursuant
to which the Company acquired certain assets and contracts
(the Purchased Rail Assets) from KCRC and includes other
terms relating to:

E Operating Agreement
The Operating Agreement was entered into on 9 August 2007
between the Company and the Secretary for Transport and
Housing for and on behalf of the Government as contemplated
in the MTR Ordinance.
The Operating Agreement is based on the previous Operating
Agreement which was signed on 30 June 2000. The Operating
Agreement differs from the previous Operating Agreement to
provide for, amongst other things, the nature of the combined
MTRC railway and KCRC railway. The Operating Agreement
includes terms relating to:

the extension of the Companys franchise under the


MTR Ordinance;

the access regime in relation to the common property of


KCRC and the Company in the event of cessation of
the franchise;

the design, construction and maintenance of the railway;

a framework for the award of new projects and the operation


and ownership structure of new railways;

the adjustment mechanism to be applied to certain of the


Companys fares;

compensation which may be payable under the MTR


Ordinance to the Company in relation to a suspension, expiry
or termination of the franchise;

dispute resolution;

review of the terms of the Operating Agreement;

the external audit of the Companys compliance with the


customer service pledges and performance requirements set
out in the Operating Agreement;

consultation by Government with the Company before the


introduction of new regulations under the MTR Ordinance; and

the operation of the intercity passenger services and

intellectual property;
apportionment;
tenancies;
receivables;
certain provisions relating to employees; and
sets out the representations and warranties given by KCRC in
relation to the Purchased Rail Assets.

The consideration for the sale of the Purchased Rail Assets


(excluding the shares in the KCRC Subsidiaries) formed part of
the upfront payment of HK$4.25 billion. The consideration for
the sale of the shares in the KCRC Subsidiaries (which own the
Category 1A Properties referred to at paragraph J below and act
as property managers) formed part of the payment of HK$7.79
billion for the property package (as described in paragraph A
above and in paragraph J below).

passenger services, including procedures and requirements


relating to the disruption of train services, hours of operation,
service capacity, performance requirements and customer
service pledges;

the provision of assistance to KCRC and Government by the


Company upon the expiry or revocation of the franchise;

the furnishing of records in relation to the provision of


passenger services;

freight services.
F KSL Project Management Agreement
The KSL Project Management Agreement was entered into
between the Company and KCRC on 9 August 2007.

Pursuant to the terms of the KSL Project Management


Agreement (as amended), the Company is appointed:

H Outsourcing Agreement
The Outsourcing Agreement was entered into on 9 August
2007 between the Company and KCRC. For the period from
2 December 2007 to 2 December 2009, KCRC, pursuant to the
terms of the Outsourcing Agreement, has outsourced certain
financial and administrative functions to the Company.

to manage the performance of KCRCs principal obligations


to the Government in relation to the design and construction
of the Kowloon Southern Link (KSL)(other than obligations
relating to payment);

to act as the engineer under the various KSL construction


contracts;

Pursuant to the terms of the Outsourcing Agreement,


the Company:

to act as KCRCs representative under the various KSL


consultancy agreements; and

provides a number of financial and administrative services


to KCRC;

to act as KCRCs agent in connection with the KSL under


certain circumstances.

provides certain staff to enable KCRC to operate after the Rail


Merger; and

receives an annual fee of not more than HK$20 million


from KCRC.

The Company itself will not construct, nor be responsible for the
costs of, the KSL works.
In return for the performance of these services, the Company will
receive a project management fee of approximately HK$710.8
million and, if the construction of the KSL is completed ahead
of time and under budget, an incentive payment (calculated
with reference to the amount by which the final outturn cost
of the project is under budget) of up to HK$110 million. The
current internal KCRC budget for project management costs was
analysed in detail and formed the basis of the fee to be received
by the Company.
G West Rail Agency Agreement
The West Rail Agency Agreement and related agreements
were entered into on 9 August 2007 between the Company,
KCRC and certain KCRC subsidiary companies (West Rail
Subsidiaries). Pursuant to the terms of the West Rail Agency
Agreement, the Company was appointed:

to act as KCRCs agent, and donee under powers of attorney,


to exercise certain rights and perform certain obligations
relating to specified development sites along West Rail; and

to act as agent for, and donee under powers of attorney


from, each of the West Rail Subsidiaries to exercise certain
rights and perform certain obligations relating to specified
development sites along West Rail.

The Company will receive an agency fee of 0.75% of the


gross sale proceeds in respect of the unawarded West Rail
development sites and 10% of the net profits accrued to the
West Rail Subsidiaries under the development agreements
in respect of the awarded West Rail development sites. The
Company will also recover from the West Rail Subsidiaries its
costs (including internal costs) incurred in respect of the West
Rail development sites plus 16.5% on-cost, together with
interest accrued thereon.

The scope of the services to be provided by the Company


includes services relating to treasury, financial control,
information technology, company secretarial, legal and other
corporate functions, human resources, office administration and
management of claims.
I

KCRC Cross Border Lease Agreements

US CBL Assumption Agreements


Separate US CBL Assumption Agreements were entered into
on 30 November 2007 between the Company, KCRC and,
variously, Wilmington Trust Company, Buoyant Asset Limited,
BA Leasing & Capital Corporation, Utrecht-America Finance Co.,
Cooperatieve Cenrale Raiffeisen-Boerenleenbank B.A., Advanced
Asset Limited, Washoe Asset Management Company, Quality
Asset Limited, Kasey Asset Limited, Key Equipment Finance Inc.,
Mercantile Leasing Company (No. 132) Limited, Landesbank
Sachsen Aktiengesellschaft, Barclays Bank PLC, Bayerische
Landesbank Girozentrale, U.S. Bank National Association,
Circuit Asset Limited, Citicorp USA Inc., Shining Asset Limited,
Banc of America FSC Holdings Inc., Fluent Asset Limited, Anzef
Limited, Societe Generale, Australia and New Zealand Banking
Group Limited, Statesman Asset Limited, State Street Bank
and Trust Company and Bowman Asset Limited and became
effective on 3 December 2007, with respect to each of the US
cross border leases originally entered into between KCRC and
certain counterparties (each, a CBL). Pursuant to each US CBL
Assumption Agreement, the Company undertakes to perform,
on a joint and several basis with KCRC, the obligations of KCRC
under the respective CBLs. As a result thereof, the Company is
generally liable to the CBL counterparties in respect of KCRCs
obligations under the CBLs and has the right to exercise certain
of KCRCs rights under the CBLs.

MTR Corporation Annual Report 2007

118 | 119

Report of the Members of the Board

US CBL Allocation Agreement


The US CBL Allocation Agreement was entered into between the
Company, KCRC and the KCRC Subsidiaries on 2 December 2007.
Pursuant to the US CBL Allocation Agreement, rights, obligations
and responsibility for risks relating to the CBLs are delineated
and allocated between KCRC and the Company (each of which
is jointly and severally liable to specified CBL counterparties, as
referred to in the paragraph above headed US CBL Assumption
Agreements). Under the terms of the US CBL Allocation
Agreement, as between the Company and KCRC, the Company
is responsible for specified obligations. The Company and
KCRC each made representations under the US CBL Allocation
Agreement, which include, in the case of those made by KCRC,
representations with respect to the status of the CBLs. The
Company and KCRC agreed to indemnify each other for certain
losses in relation to the CBLs.

arrangements until the grant of the Government leases, on


9 August 2007 the following agreements were entered into
between KCRC and the Company:

an agreement that KCRC (as lessor) shall enter into tenancy


agreements with the Company (as lessee) at market rent in
respect of the Category 2A Properties vacant units (with the
intention that the Company will then sub-let the vacant units
to sub-tenants);

two licence agreements in respect of the common areas


within the Category 2A Properties, pursuant to which KCRC
granted the Company the right to use certain common areas
until the execution of the Category 2A Properties assignment
referred to above;

a lease enforcement agency agreement appointing the


Company as its enforcement agent to enforce KCRCs
current Category 2A Properties tenancy agreements against
tenants; and

an assignment of rental proceeds whereby the proceeds


received under KCRCs current Category 2A Properties tenancy
agreements with tenants are assigned to the Company.

J Property Package Agreements


Category 1A Properties
The Category 1A Properties are held by the KCRC Subsidiaries.
Under the terms of the Sale and Purchase Agreement,
the Company acquired from KCRC the shares in the KCRC
Subsidiaries (and thereby indirectly acquired the Category
1A Properties).
Category 1B Properties
On 9 August 2007, KCRC and the Company entered into an
agreement for sale of purchase under which KCRC agreed
to assign certain properties (the Category 1B Properties) to
the Company on the Merger Date. The relevant assignment
was executed between KCRC and the Company on
2 December 2007.
Category 2A Properties
On 9 August 2007, the Government entered into an undertaking
that it would, within twelve months of the Merger Date or such
further period of time as the Government and the Company
may agree, issue to KCRC an offer for the grant at nil premium
of Government leases in respect of the land upon which certain
properties (the Category 2A Properties) are situate. The
Category 2A Properties are currently held by KCRC as vested
land under the Kowloon-Canton Railway Corporation Ordinance
(Cap. 372 of the Laws of Hong Kong) (KCRC Ordinance). On 9
August 2007, KCRC entered into an undertaking that it would,
immediately after the grant of the Government leases referred
to in the preceding sentence, enter into an agreement for sale
and purchase to sell the Category 2A Properties to the Company.
Assignment of the Category 2A Properties to the Company
shall then take place pursuant to the agreement for sale and
purchase. Pursuant to the KCRC undertaking and as interim

Category 2B Property
On 9 August 2007, the Government entered into an undertaking
that it would, within twenty four months of the Merger
Date or such further period of time as the Government and
the Company may agree, issue to the Company an offer for
the grant of a Government Lease of a certain property (the
Category 2B Property) on terms to be agreed. The Category
2B Property is currently held by KCRC as vested land under the
KCRC Ordinance for use as staff quarters and a recreational club.
On 9 August 2007, KCRC entered into an undertaking relating
to interim arrangements to ensure that, as from the Merger
Date, the Company shall be responsible for KCRCs obligations
under licence agreements relating to the Category 2B Property,
and for enforcing such agreements. The Company is entitled
to proceeds received by KCRC in respect of those licence
agreements. The interim arrangements include, inter alia, as
from the Merger Date:

an agreement that KCRC (as licensor) shall grant to the


Company (as licensee) possession of the Category 2B Property
(without payment of any licence fee or premium), subject
to existing licences and the Second Schedule of the KCRC
Ordinance, with the right of the Company to sub-license all or
any part of the Category 2B Property (subject to it being used
as staff quarters and a recreation club);

until the grant of the Government lease of the Category


2B Property, KCRC has appointed the Company as its
enforcement agent to enforce KCRCs current Category 2B
Property licence agreements against licensees; and

KCRC has assigned to the Company the proceeds received


under KCRCs current Category 2B Property licence
agreements with licensees.

Category 3 Properties
On 9 August 2007, the Company entered into three agreements
(the Category 3 Agreements) and related powers of attorney
with KCRC. Each Category 3 Agreement relates to a certain
property (each a Category 3 Property). KCRC has previously
entered into a development agreement in respect of each
Category 3 Property. None of the rights and obligations granted
to or undertaken by the Company under the Category 3
Agreements may be exercised or performed by the Company
if they relate exclusively to concession property situate on any
Category 3 Property. Matters affecting the concession property
situate on any Category 3 Property are dealt with under the
terms of the Service Concession Agreement.
Pursuant to the terms of each Category 3 Agreement, the
Company has been appointed to act as KCRCs agent, and donee
under powers of attorney, to exercise rights and to perform
obligations of KCRC which relate to the Category 3 Property
(but excluding the right or obligation to dispose of the relevant
Category 3 Property).
The Company is required at all times to comply with statutory
restrictions and obligations binding on KCRC which relate to the
Category 3 Property, and shall pay all amounts due and payable
from KCRC which have been incurred by KCRC as a result of the
Companys actions.
In acting as KCRCs agent, the Company is required to act
according to prudent commercial principles, and aim to
maximise gross profits under the Category 3 Property and to
run a safe and efficient railway. In order to assist the Company
in performing its agency functions, KCRC has granted powers
of attorney to the Company. The Company may only use the
powers of attorney to exercise rights and perform obligations
conferred or undertaken by it under the relevant Category 3
Agreement. As well as acting as KCRCs agent, the Company has
the right to give KCRC instructions in respect of any action or
matter relating to each Category 3 Property (including its related
development agreement) which the Company is unable to take
by reason of the limitation of the scope of its agency powers.
KCRC is required to comply promptly with those instructions
provided that it is permitted under law, and under the relevant
Government grant, to carry out those instructions.

KCRC is required to account for revenue received in respect of a


Category 3 Property by way of balance sheet movement (rather
under its profit and loss account), provided that such treatment
is permitted under law and accounting principles and practices.
KCRC shall not take any action in respect of a Category 3
Property which is not carried out by the Company (acting as
KCRCs agent), or according to the Companys instructions,
or otherwise in accordance with the terms of the Category 3
Agreement.
As consideration for acting as KCRCs agent, the Company shall
be paid a fee which is expected to be similar in quantum to
the profits made by KCRC in respect of the relevant Category 3
Property (after deducting certain initial and upfront payments
and consultant contribution costs, in each case paid or to
be paid by the relevant developer to KCRC). Generally, the
Companys fee shall be payable in instalments promptly
following receipt of relevant funds by KCRC (but subject to
specified deductions of amounts due from KCRC to the relevant
Category 3 Property developer).
The Company has agreed to give certain indemnities to KCRC in
respect of each Category 3 Property.
The Company shall be the first manager, or shall ensure that a
manager is appointed in respect of, each Category 3 Property
(once developed).
The Companys appointment as agent shall terminate when
KCRC ceases to have any undivided share in the relevant Category
3 Property, other than concession property, and neither KCRC
nor the developer nor the guarantors have any further rights
to exercise, or obligations to perform, under the development
agreement relating to the relevant Category 3 Property.
Category 4 Properties
On 9 August 2007, the Government entered into an undertaking
that it would, within periods to be agreed between the
Company and the Government, offer to the Company a private
treaty grant in respect of certain development sites (Category
4 Properties). The terms of each private treaty grant shall
generally be determined by the Government, and the premium
for each private treaty grant shall be assessed on a full market
value basis ignoring the presence of the railway other than the
Tin Shui Wai Terminus, Light Rail, Yuen Long, New Territories.
On 9 August 2007, the Company issued a letter to KCRC
confirming that, if there should be any railway premises on the
Category 4 Properties, the Company would assign the railway
premises to KCRC.

MTR Corporation Annual Report 2007

120 | 121

Report of the Members of the Board

Metropolis Equity Sub-participation Agreement


The Metropolis Equity Sub-participation Agreement was entered
into on 9 August 2007 between KCRC and the Company. KCRC
is obliged to act on the Companys instructions, and pay to
the Company any distributions, or proceeds of sale, relating to
its shareholding in the property management company The
Metropolis Management Company Limited (Metropolis). The
issued share capital of Metropolis is 25,500 A shares (which are
held by KCRC) and 24,500 B shares (which are held by Cheung
Kong Property Management Limited). Metropolis business is
property management.
K Liaison Committee Letter
The Liaison Committee Letter was issued on 9 August 2007 by
KCRC, the terms of which were acknowledged and agreed to by
the Company and the Government.
The letter sets out the agreement between the parties regarding
a Liaison Committee established for the purposes of governing
certain matters of KCRC between 9 August 2007 and the Merger
Date. Upon the completion of the Rail Merger the Liaison
Committee was dissolved.

I(ii) Continuing Connected Transactions


The Merger Framework Agreement, the Operating Agreement,
the Service Concession Agreement, the KSL Project
Management Agreement, the West Rail Agency Agreement
(and related powers of attorney), the US CBL Assumption
Agreements, the US CBL Allocation Agreement, the Outsourcing
Agreement and the agreements in relation to Category 2A,
Category 2B and Category 3 Properties, each involves the
provision of goods or services on an ongoing basis and therefore
each constitutes a continuing connected transaction for the
Company under the Listing Rules.
As disclosed in the circular issued by the Company on
3 September 2007 in connection with the Rail Merger, the
Stock Exchange has granted a waiver to the Company from
strict compliance with the requirements under Chapter 14A of
the Listing Rules which would otherwise apply to continuing
connected transactions between the Company, the Government
and/or KCRC arising as a result of the Rail Merger, subject to
certain conditions (the New Waiver).
In relation to the Operating Agreement and the Service
Concession Agreement, pursuant to paragraph A of the New
Waiver, the Stock Exchange granted a waiver to the Company
from strict compliance with all the continuing connected
transaction requirements of Chapter 14A of the Listing Rules.

In relation to the Merger Framework Agreement, the KSL Project


Management Agreement, the West Rail Agency Agreement
(and related powers of attorney), the US CBL Assumption
Agreements, the US CBL Allocation Agreement, the Outsourcing
Agreement and the agreements in relation to Category
2A, Category 2B and Category 3 Properties (together the
Continuing Connected Transactions) and in accordance with
paragraph B(I)(i) of the New Waiver, the Company confirms that
the Independent Non-executive Directors of the Company have
reviewed each of the Continuing Connected Transactions and
confirmed that the Continuing Connected Transactions were
entered into:
(1) in the ordinary and usual course of business of the Company;
(2) on normal commercial terms or on terms which are no less
favourable to the Company than terms available to or from
independent third parties; and
(3) in accordance with the relevant agreement governing them
on terms that are fair and reasonable and in the interests of the
shareholders of the Company as a whole.
The Company has engaged the auditors of the Company
to carry out a review of each of the Continuing Connected
Transactions in accordance with Hong Kong Standard on
Related Services 4400 Engagements to Perform Agreed-Upon
Procedures Regarding Financial Information issued by the Hong
Kong Institute of Certified Public Accountants. In accordance
with paragraph B(I)(ii) of the New Waiver, the auditors have
provided a letter to the Board of Directors confirming that each
of the Continuing Connected Transactions:
(a) has been approved by the Board of Directors of the
Company; and
(b) has been entered into in accordance with the relevant
agreement governing the relevant transaction.

II(i) Non Merger-related Agreements


Land Agreements
A New Grant No.20379 dated 18 May 2007, of Tseung Kwan O
Town Lot No.72 for the development at Tseung Kwan O Area 56
(building covenant period expiry date 31 December 2012) with a
total consideration or value of HK$3,345,230,000.
B Following the end of the year under review, the Company
accepted on 20 December 2007 the premium offer from the
Government and the terms of the further modification letter to
be executed into between the Company and the Government
in relation to New Grant No. 9689 dated 16 May 2002 and the

ancillary terms and conditions at a total consideration or value of


HK$3,335,000,000. The offer accepted by the Company contains
details relating to the arrangements for the implementation of
the proposed development on Site E and also on Tseung Kwan
O Town Lot No.70 generally. The offer also amends the building
covenant period for Site E from the later of on or before the
30th day of September, 2013 or 66 calendar months from the
date of payment of the Site E premium to 78 calendar months
from the date of payment of the Site E premium, defines
the development parameters and the site boundary of Site E,
increases the allowable building height for all Sites except that
of Site F, Site AB and Site M, reduces the number of school sites
and kindergarten classrooms, increases the minimum local open
space and requires permitted works to be carried out within
The Remaining Portion of Tseung Kwan O Town Lot No.70. A
Modification Letter for Site E is to be executed pursuant to the
Companys acceptance within three calendar months from 20
December 2007.
As the Government is a controlling shareholder of the
Company and therefore a connected person of the Company,
the transaction is a connected transaction for the Company
under Rule 14A.13 of the Listing Rules. As disclosed in the
announcement of the Company dated 13 January 2005, the
Stock Exchange has granted a waiver to the Company from
strict compliance with the requirements under Chapter 14A of
the Listing Rules which would otherwise apply to connected
transactions between the Company and the Government,
subject to certain conditions (the Waiver).
C In respect of the Remaining Portion of Mass Transit Railway
Lot No. 1:
A Supplemental Lease was signed on 11 February 2002 between
Government and the Company in which the Government leased
to the Company land occupied by the Quarry Bay Congestion
Relief Works or the Quarry Bay Relief Works connecting Quarry
Bay Station to North Point Station at an annual rent of 3% of
the rateable value of the leased area for a term commencing
1 October 2001 to 29 June 2050 on terms and conditions
substantially similar to the lease for the Mass Transit Railway
Lot No. 1. By a Modification Letter dated 13 May 2002 entered
into between Government and the Company, the lease for
the Remaining Portion of Mass Transit Railway Lot No. 1 was
modified in areas indicated in the lease plans attached to the
Modification Letter at an administration fee of HK$16,200.
By a Modification Letter dated 20 December 2003 entered
into between the Government and the Company, the lease
for the Remaining Portion of Mass Transit Railway Lot No. 1

was modified in areas indicated in the lease plans attached


to the Modification Letter in the consideration of a premium
of HK$1,000 and an administration fee of HK$16,200. By a
Modification Letter executed by the Government and the
Company dated 31 May 2004, the lease for the Remaining
Portion of Mass Transit Railway Lot No. 1 was modified in
areas indicated in the lease plans attached to the Modification
Letter in the consideration of a premium of HK$1,000 and
an administrative fee of HK$16,200. By a modification letter
dated 1 March 2005 entered into between Government and
the Company, the lease for the Remaining Portion of Mass
Transit Railway Lot No.1 was modified in areas indicated
in the lease plans attached to the Modification Letter in the
consideration of a premium of HK$1,000 and an administrative
fee of HK$16,200. By a Modification Letter dated 9 March 2007
entered into between Government and the Company, the lease
for the Remaining Portion of Mass Transit Railway Lot No.1
was modified in areas indicated in the lease plans attached to
the Modification Letter in the consideration of a premium of
HK$1,000 and an administrative fee of HK$18,650.

II(ii) Continuing Connected Transactions


On 30 June 2005, the Company entered into a supplemental
agreement with The Hong Kong Airport Authority (AA)
(Supplemental Agreement) for the renewal for a further
three-year period of the existing maintenance agreement for the
Automated People Mover at Hong Kong International Airport
(the Airport).
The Company entered into the original maintenance agreement
(the Maintenance Agreement) with the AA on 18 March
2002. The Maintenance Agreement was for a term of three
years, which expired on 6 July 2005. However, the Maintenance
Agreement also included an option, exercisable at the discretion
of the AA, to extend the term of the agreement at pre-agreed
rates and prices for another three years until 6 July 2008.
Since entering into the Maintenance Agreement, the AA has
decided to modify and extend the Automated People Mover in
order to serve the new Sky Plaza and Sky Pier terminal buildings
which are being built at the Airport. This has correspondingly
extended the scope of maintenance work for the Automated
People Mover. As a result, the price for the option to extend
the Maintenance Agreement for a further three-year period
has been re-negotiated and reflected in the Supplemental
Agreement. Otherwise, the basic terms and conditions of the
Maintenance Agreement have not been changed.

MTR Corporation Annual Report 2007

122 | 123

Report of the Members of the Board

The AA, being an associate (as defined in the Listing Rules)


of Government, a substantial shareholder of the Company,
is a connected person of the Company. As the Supplemental
Agreement is a transaction between the Company and a
connected person (i.e. the AA) (the Transaction), it constitutes
a connected transaction for the Company. In addition, on the
basis that the agreement involves the provision of services on
an ongoing basis, the Supplemental Agreement constitutes
a continuing connected transaction for the Company. The
transaction is subject to the terms of the Waiver.
The above disclosure relating to the Transaction is made in
accordance with paragraph (B)(I)(i) of the Waiver and Rule
14A.46 of the Listing Rules.
In accordance with paragraph (B)(I)(iii)(a) of the Waiver, all the
Independent Non-executive Directors of the Company have
reviewed the Transaction and confirmed that the Transaction
was entered into:

(a) has been approved by the Members of the Board of the


Company; and
(b) has been entered into in accordance with the terms of
the Maintenance Agreement, as amended by the
Supplemental Agreement.

Project Agreement
On 6 February 2008, the Company entered into a preliminary
project agreement with Government for the undertaking of the
pre-authorisation activities of the West Island Line. Pursuant
to the agreement, the Company will be paid HK$400 million to
undertake the detailed design of the railway works, carry out all
necessary ground investigations, invite and assess tenders for
the railway works construction contracts, and carry out ancillary
and other support services.

Auditors

(1) in the ordinary and usual course of the business of


the Company;

The retiring auditors, KPMG, have signified their willingness to


continue in office. A resolution will be proposed at the Annual
General Meeting to reappoint them and to authorise the
Directors to fix their remuneration.

(2) on normal commercial terms which are no less favourable


to the Company than terms available from independent third
parties; and

By order of the Board

(3) in accordance with the Maintenance Agreement and


the Supplemental Agreement on terms that are fair and
reasonable and in the interests of the shareholders of the
Company as a whole.
The Company has engaged the auditors of the Company
to carry out a review of the Transaction in accordance with
Hong Kong Standard on Related Services 4400 Engagements
to Perform Agreed-Upon Procedures Regarding Financial
Information issued by the Hong Kong Institute of Certified
Public Accountants. In accordance with paragraph (B)(I)(iii)(b)
of the Waiver, the auditors have confirmed to the Board of
Directors that the Transaction:

Leonard Bryan Turk


Secretary to the Board
Hong Kong, 11 March 2008

Contents of Accounts and Notes


Independent Auditors Report

169

25

Prepaid Land Lease Payments

Accounts

170

26

Interests in Non-controlled Subsidiaries

127

Consolidated Profit and Loss Account

172

27

Investments in Subsidiaries

128

Consolidated Balance Sheet

175

28

Interests in Associates

129

Balance Sheet

176

29

Investments in Securities

130

Consolidated Statement of Changes in Equity

176

30

Staff Housing Loans

131

Consolidated Cash Flow Statement

177

31

Properties Held for Sale

Notes to the Accounts

178

32

Derivative Financial Assets and Liabilities

132

Statement of Compliance

182

33

Stores and Spares

132

Principal Accounting Policies

182

34

Debtors, Deposits and Payments in Advance

143

Rail Merger with Kowloon-Canton Railway


Corporation

183

35

Loan to a Property Developer

183

36

145

Fare Revenue

Amounts Due from the Government and Other


Related Parties

145

Non-fare Revenue

184

37

Cash and Cash Equivalents

146

Operating Expenses

185

38

Loans and Obligations under Finance Leases

148

Remuneration of Members of the Board and


the Executive Directorate

190

39

Creditors, Accrued Charges and Provisions

191

40

Contract Retentions

151

Profit on Property Developments

192

41

Amounts Due to Related Parties

151

Depreciation and Amortisation

192

42

Obligations under Service Concession

152

10

Merger Related Expenses

192

43

Deferred Income

152

11

Interest and Finance Charges

193

44

Income Tax in the Balance Sheet

153

12

Share of Profits Less Losses of Non-controlled


Subsidiaries and Associates

194

45

Share Capital and Capital Management

153

13

Income Tax

195

46

Other Reserves

154

14

Profit Attributable to Equity Shareholders

197

47

Share-based Payments

154

15

Dividends

201

48

Retirement Schemes

154

16

Earnings Per Share

203

49

Defined Benefit Retirement Plan Obligations

155

17

Segmental Information

206

50

Interests in Jointly Controlled Operations

159

18

Investment Properties

207

51

Material Related Party Transactions

160

19

Other Property, Plant and Equipment

209

52

Commitments

163

20

Service Concession Assets

212

53

Post Balance Sheet Events

164

21

Property Management Rights

212

54

Accounting Estimates and Judgements

164

22

Railway Construction in Progress

214

55

166

23

Property Development in Progress

168

24

Deferred Expenditure

Possible Impact of Amendments, New Standards


and Interpretations Issued but Not Yet Effective
for the Annual Accounting Period Ended
31 December 2007

214

56

Approval of Accounts

126

MTR Corporation Annual Report 2007

124 | 125

Independent Auditors Report to the Shareholders of


MTR Corporation Limited (Incorporated in Hong Kong with limited liability)
We have audited the consolidated accounts of MTR Corporation Limited (the Company) set out on pages 127 to 214, which comprise the consolidated
and company balance sheets as at 31 December 2007, and the consolidated profit and loss account, the consolidated statement of changes in equity
and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors Responsibility for the Accounts


The directors of the company are responsible for the preparation and the true and fair presentation of these accounts in accordance with Hong Kong
Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the Hong Kong Companies Ordinance. This
responsibility includes designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of
accounts that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.

Auditors Responsibility
Our responsibility is to express an opinion on these accounts based on our audit. This report is made solely to you, as a body, in accordance with section
141 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person
for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the
accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the accounts. The procedures selected
depend on the auditors judgement, including the assessment of the risks of material misstatement of the accounts, whether due to fraud or error. In
making those risk assessments, the auditor considers internal control relevant to the entitys preparation and true and fair presentation of the accounts
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the consolidated accounts give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2007 and
of the Groups profit and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly
prepared in accordance with the Hong Kong Companies Ordinance.

KPMG
Certified Public Accountants
8th Floor, Princes Building
10 Chater Road
Central, Hong Kong
11 March 2008

Consolidated Profit and Loss Account


for the year ended 31 December in HK$ million

Note

2007

2006

7,115

6,523

Station commercial and rail related revenue

5A

1,741

1,542

Rental, management and other revenue

5B

1,834

1,476

10,690

9,541

(1,802)

(1,653)

(576)

(539)

Fare revenue

Turnover
Staff costs and related expenses

6A

Energy and utilities


Operational rent and rates
Stores and spares consumed
Repairs and maintenance

6B

Railway support services

(99)

(65)

(130)

(120)

(521)

(511)

(86)

(80)

Expenses relating to station commercial and rail related businesses

(410)

(410)

Expenses relating to property ownership, management and other businesses

(540)

(345)

Project study and business development expenses

6C

(268)

(267)

General and administration expenses

6D

(183)

(192)

Other expenses

6D

(163)

(158)

(4,778)

(4,340)

Operating expenses before depreciation and amortisation


Operating profit from railway and related businesses before depreciation and amortisation
Profit on property developments

5,912

5,201

8,304

5,817

14,216

11,018

(2,739)

(2,674)

10

(193)

Operating profit before depreciation and amortisation


Depreciation and amortisation
Merger related expenses
Operating profit before interest and finance charges
Interest and finance charges
Change in fair value of investment properties
Net gain on acquisition of subsidiaries
Share of profits less losses of non-controlled subsidiaries and associates

11,284

8,344

11

(1,316)

(1,398)

18

8,011

2,178

27B

187

12

99

45

Profit before taxation


Income tax

13A

Profit for the year

18,265

9,169

(3,083)

(1,411)

15,182

7,758

15,180

7,759

(1)

15,182

7,758

782

774

1,740

1,554

2,522

2,328

Attributable to:
Equity shareholders of the Company

14

Minority interests
Profit for the year
Dividends paid and proposed to equity shareholders of the Company attributable to the year

15

Interim dividend declared and paid during the year


Final dividend proposed after the balance sheet date

Earnings per share:

16

Basic

HK$2.72

HK$1.41

Diluted

HK$2.72

HK$1.41

The notes on pages 132 to 214 form part of the accounts

MTR Corporation Annual Report 2007

126 | 127

Consolidated Balance Sheet


at 31 December in HK$ million

Note

2007

2006

18
19
20

37,723
79,444
15,250

22,539
84,404

21
22
23A
24
25
26
28
44B
29
30
31
32
33
34
35
36
37

132,417
40
424
9,066
825
581
268
205
4
333
15
756
273
642
5,167
3,532
544
576

106,943

232
3,297
565
594
171
100
1
272
25
2,018
195
272
1,894
3,355
177
310

155,668

120,421

2
507
5,412
3
225
975
33,541
192
10,685
515
12,574

5
1,114
3,639
1
193

27,033
515

1,682
9,453

64,631

43,635

91,037

76,786

39,828
51,186

38,639
38,128

Total equity attributable to equity shareholders of the Company


Minority interests

91,014
23

76,767
19

Total equity

91,037

76,786

Assets
Fixed assets
Investment properties
Other property, plant and equipment
Service concession assets

Property management rights


Railway construction in progress
Property development in progress
Deferred expenditure
Prepaid land lease payments
Interests in noncontrolled subsidiaries
Interests in associates
Deferred tax assets
Investments in securities
Staff housing loans
Properties held for sale
Derivative financial assets
Stores and spares
Debtors, deposits and payments in advance
Loan to a property developer
Amounts due from the Government and other related parties
Cash and cash equivalents

Liabilities
Bank overdrafts
Shortterm loans
Creditors, accrued charges and provisions
Current taxation
Contract retentions
Amounts due to related parties
Loans and obligations under finance leases
Derivative financial liabilities
Obligations under service concession
Deferred income
Deferred tax liabilities

38A
38A
39
44A
40
41
38A
32
42
43
44B

Net assets
Capital and reserves
Share capital, share premium and capital reserve
Other reserves

Approved and authorised for issue by the Members of the Board on 11 March 2008

Raymond K F Chien
C K Chow
Lincoln K K Leong

The notes on pages 132 to 214 form part of the accounts

45A
46

Balance Sheet
at 31 December in HK$ million

Note

2007

2006

Investment properties

18

36,562

22,539

Other property, plant and equipment

19

79,270

84,256

Service concession assets

20

15,250

131,082

106,795

Property management rights

21

40

Assets
Fixed assets

Railway construction in progress

22

424

232

23A

9,066

3,297

Deferred expenditure

24

155

283

Prepaid land lease payments

25

581

594

Investments in subsidiaries

27

1,150

184

Staff housing loans

30

15

25

Properties held for sale

31

756

2,018

Derivative financial assets

32

273

195

Stores and spares

33

640

272

Debtors, deposits and payments in advance

34

5,057

1,782

Property development in progress

Loan to a property developer

35

3,532

3,355

Amounts due from the Government and other related parties

36

1,315

700

Cash and cash equivalents

37

184

127

154,270

119,859

Liabilities
Bank overdrafts

38A

Short-term loans

38A

186

1,114

39

4,856

3,259

Creditors, accrued charges and provisions


Current taxation
Contract retentions
Amounts due to related parties

44A

40

197

191

41

12,962

11,718

38A

21,771

15,518

Derivative financial liabilities

32

192

515

Obligations under service concession

42

10,685

Loans and obligations under finance leases

Deferred income
Deferred tax liabilities

43

515

1,682

44B

12,574

9,453

63,941

43,455

90,329

76,404

Net assets
Capital and reserves
Share capital, share premium and capital reserve
Other reserves
Total equity

45A

39,828

38,639

46

50,501

37,765

90,329

76,404

Approved and authorised for issue by the Members of the Board on 11 March 2008

Raymond K F Chien
C K Chow
Lincoln K K Leong

The notes on pages 132 to 214 form part of the accounts

MTR Corporation Annual Report 2007

128 | 129

Consolidated Statement of Changes in Equity


for the year ended 31 December in HK$ million

Note

2007

2006

Total equity as at 1 January


Attributable to equity shareholders of the Company
Minority interests

76,767

69,875

19

21

Total equity as at 1 January


Cash flow hedges:

76,786

69,896

46

Effective portion of changes in fair value, net of deferred tax

(13)

(18)

(17)

(2)

(2)

(15)

(34)

Transfer from equity


to profit and loss account
to initial carrying amount of non-financial hedged items
to deferred tax

Surplus on revaluation of self-occupied land and buildings,


net of deferred tax

46

202

271

Exchange difference on translation of accounts of


overseas subsidiaries

46

25

13

212

250

15,182

7,758

Net income recognised directly in equity


Net profit for the year
Total recognised income and expense for the year
Dividends declared or approved during the year

15,394

8,008

15

2006/2005 final dividend


2007/2006 interim dividend

(1,554)

(1,535)

(782)

(774)
(2,336)

Shares issued during the year

45A

Employee Share Option Scheme


Scrip Dividend Scheme

Employee share-based payments


Movements in equity arising from capital transactions

(2,309)

46

23

36

1,166

1,153

1,189

1,189

3
1,191

1,192

Exchange difference on translation of minority interests

Reduction in minority interests on disposal of a subsidiary

(1)

91,037

76,786

15,392

8,009

(1)

15,394

8,008

Total equity as at 31 December


Total recognised income and expense for the year attributable to:
Equity shareholders of the Company
Minority interests

The notes on pages 132 to 214 form part of the accounts

Consolidated Cash Flow Statement


for the year ended 31 December in HK$ million

Note

Cash flows from operating activities


Operating profit from railway and related businesses before
depreciation and amortisation
Adjustments for:
Decrease in provision for obsolete stock
Loss on disposal of fixed assets
Deferred project study costs written off
Amortisation of deferred income from lease transaction
Amortisation of prepaid land lease payments
Decrease/(increase) in fair value of derivative instruments
Unrealised loss/(gain) on revaluation of investment in securities
Employee share-based payment expenses
Exchange gain

2007

2006

5,912

5,201

(3)
36

(5)
13
1
4
7
(1)

(2)
37
26
(6)
14
(7)
(2)
9
(1)

Operating profit from railway and related businesses before


working capital changes
Increase in debtors, deposits and payments in advance
Increase in stores and spares
Increase in creditors, accrued charges and provisions

5,964
(421)
(10)
433

5,269
(53)
(17)
191

Cash generated from operations


Overseas tax paid

5,966
(1)

5,390
(3)

Net cash generated from operating activities

5,965

Cash flows from investing activities


Capital expenditure
Purchase of operational railway assets
Tseung Kwan O South Project
Disneyland Resort Line Project
Tung Chung Cable Car Project
Tseung Kwan O property development projects
Property fitting out works and other development projects
Other capital projects
Payments in respect of the Rail Merger
Upfront payment for the service concession
Upfront payment for property package
Cash received for the assumption of assets and liabilities of KCRC
Other payments directly attributable to the Rail Merger
Receipts in respect of property development
Loan to a property developer
Purchase of investment in securities
Proceeds from sale of investment in securities
Loans to an associate
Investment in an associate
Principal repayments under Staff Housing Loan Scheme

(944)
(203)
(25)
(82)
(197)
(643)
(387)

(1,334)
(109)
(45)
(165)
(134)
(815)
(301)

(4,250)
(7,790)
786
(354)
5,824

(266)
202
(62)
(103)
10

(88)
4,400
(4,000)
(194)
106

(100)
9

Net cash used in investing activities

(8,484)

Cash flows from financing activities


Proceeds from shares issued under share option schemes
Drawdown of loans
Proceeds from issuance of capital market instruments
Repayment of loans
Repayment of capital market instruments
Reduction in capital element of finance lease
Interest paid
Interest received
Interest element of finance lease rental payments
Finance charges paid
Dividends paid

23
11,391

(5,849)

(141)
(1,500)
50
(9)
(9)
(1,168)

Net cash generated from/(used in) financing activities


Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December

5,387

37

(2,770)
36
6,929
1,499
(5,749)
(2,450)
(131)
(1,611)
10
(19)
(16)
(1,155)

2,788

(2,657)

269
305

(40)
345

574

305

The notes on pages 132 to 214 form part of the accounts

MTR Corporation Annual Report 2007

130 | 131

Notes to the Accounts


1

Statement of Compliance

These accounts have been prepared in compliance with the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules). These accounts have also been prepared in
accordance with all applicable Hong Kong Financial Reporting Standards (HKFRSs), which collective term includes all applicable individual Hong Kong
Financial Reporting Standards, Hong Kong Accounting Standards (HKAS) and Interpretations issued by the Hong Kong Institute of Certified Public
Accountants (HKICPA), and accounting principles generally accepted in Hong Kong. A summary of the principal accounting policies adopted by the
Group is set out in note 2.
The HKICPA has issued certain new and revised HKFRSs that are effective for accounting periods beginning on or after 1 January 2007. Changes in
accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior
accounting periods reflected in these accounts are disclosed in note 2A(iii).

Principal Accounting Policies

Basis of Preparation of the Accounts

(i) The measurement basis used in the preparation of the accounts is historical cost basis except that the following assets and liabilities are stated at their
fair value as explained in the accounting policies set out below:

investment properties (see note 2F(i));

financial instruments classified as investments in securities (see note 2M); and

other leasehold land and buildings, for which the fair values cannot be measured separately at inception of the lease and the entire lease is
classified as a finance lease (see note 2F(ii));
derivative financial instruments (see note 2U).

(ii) The preparation of the accounts in conformity with HKFRSs requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making
the judgements and estimations about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods.
Judgements made by management in the application of HKFRSs that have significant effect on the accounts and estimates are discussed in note 54.
(iii) The HKICPA has issued a number of new or revised HKFRSs that are first effective or available for early adoption in the current accounting period of
the Group and the Company. Any changes in accounting policies resulting from the initial application of these developments to the extent that they are
relevant to the Group are summarised below.
(a) Disclosures of financial instruments (HKFRS 7 Financial instruments: Disclosures) and management of capital (Amendment to HKAS 1 Presentation
of financial statements - Capital disclosures)
As a result of the adoption of HKFRS 7, the accounts have included expanded disclosure about the significance of the Groups financial instruments and
the nature and extent of risks arising from those instruments, in addition to the information previously required by HKAS 32 Financial instruments:
Disclosure and presentation. These disclosures are provided throughout the accounts, in particular in note 32.
The amendment to HKAS 1 introduces additional disclosure requirements to provide information about the level of capital and the Groups and the
Companys objectives, policies and processes for managing capital. These new disclosures are set out in note 45B.
Both HKFRS 7 and the amendment to HKAS 1 do not have any material impact on the operating results and financial position apart from the additional
disclosures in the accounts.
(b) Hong Kong (International Financial Reporting Interpretations Committee) (HK(IFRIC)) Interpretation 12 Service concession arrangements
In 2007, the HKICPA issued HK(IFRIC) Interpretation 12 to provide guidance on the accounting by operators in service concession arrangements to be
effective for reporting periods commencing on or after 1 January 2008. As the merger of the Companys operations with Kowloon-Canton Railway
Corporation (KCRC) (see note 3) is considered to include a service concession arrangement under HK(IFRIC) Interpretation 12, the Company has early
adopted the Interpretation in the 2007 accounts.
The Group has not applied any other new standard or interpretation that is not yet effective for the current accounting period (see note 55).

Principal Accounting Policies (continued)

Basis of Consolidation

The consolidated accounts include the accounts of the Company and its subsidiaries (together referred to as the Group) and the Groups interest
in non-controlled subsidiaries (see note 2D) and associates (see note 2E) made up to 31 December each year. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated profit and loss account from or to the date of their acquisition or disposal, as appropriate.

Subsidiaries

A subsidiary in accordance with the Hong Kong Companies Ordinance is a company in which the Group, directly or indirectly, holds more than half
of the issued share capital, or controls more than half of the voting power, or controls the composition of the board of directors. Subsidiaries are
considered to be controlled if the Company has the power, directly or indirectly, to govern the financial and operating policies, so as to obtain benefits
from their activities.
Intra-group balances and transactions, and any unrealised profits arising from intra-group transactions, are eliminated in full in preparing the
consolidated accounts. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Minority interests at the balance sheet date, being the portion of the net assets of subsidiaries attributable to equity interests that are not owned by
the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated balance sheet and statement of changes in equity
within equity, separately from equity attributable to the equity shareholders of the Company. Minority interests in the results of the Group are presented
on the face of the consolidated profit and loss account as an allocation of the total profit or loss for the year between minority interests and the equity
shareholders of the Company.
Where losses attributable to the minority exceed the minority interest in the equity of a subsidiary, the excess, and any further losses attributable to
the minority, are charged against the Groups interest except to the extent that the minority has a binding obligation to, and is able to, make good the
losses. All subsequent profits of the subsidiary are allocated to the Group until the minoritys share of losses previously absorbed by the Group has
been recovered.
Investments in subsidiaries are carried in the Companys balance sheet at cost less any impairment losses (see note 2H(ii)).

Non-controlled Subsidiaries

Non-controlled subsidiaries are not consolidated in the accounts as the Group does not have effective control over their Boards. The investments in noncontrolled subsidiaries are accounted for in the consolidated accounts of the Company using the equity method and are initially recorded at cost and
adjusted thereafter for the post acquisition change in the Groups share of their net assets. The consolidated profit and loss account reflects the Groups
share of the results of those non-controlled subsidiaries for the year.
Unrealised profits and losses resulting from transactions between the Group and the non-controlled subsidiaries are eliminated to the extent of the
Groups interest in those subsidiaries, except where unrealised losses provide evidence of an impairment of the asset transferred, in which case they are
recognised immediately in the profit and loss account.
In the Companys balance sheet, its investments in non-controlled subsidiaries are stated at cost less impairment losses (see note 2H(ii)).

Associates and Jointly Controlled Entities

An associate is an entity over which the Group or the Company has significant influence, but not control or joint control, over its management, including
participation in the financial and operating policy decisions.
A jointly controlled entity is an entity which operates under a contractual arrangement between the Group or the Company and other parties, where
the contractual arrangement establishes that the Group or the Company and one or more of the other parties share joint control over the economic
activity of the entity.
An investment in an associate or a jointly controlled entity is accounted for in the consolidated accounts of the Company using the equity method and
is initially recorded at cost and adjusted thereafter for the post acquisition change in the Groups share of the associates or the jointly controlled entitys
net assets. The consolidated profit and loss account reflects the Groups share of the post acquisition results of the associates and jointly controlled
entities for the year.
When the Groups share of losses equals or exceeds its interest in the associate or the jointly controlled entity, the Groups interest is reduced to nil
and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments
on behalf of the associate or the jointly controlled entity. For this purpose, the Groups interest in the associate and the jointly controlled entity is the
carrying amount of the investment under the equity method together with the Groups long-term interests that in substance form part of the Groups
net investment in the associate or the jointly controlled entity.

MTR Corporation Annual Report 2007

132 | 133

Notes to the Accounts

Principal Accounting Policies (continued)

Associates and Jointly Controlled Entities (continued)

Unrealised profits and losses resulting from transactions between the Group and its associates and jointly controlled entities are eliminated to the extent
of the Groups interest in the associates and jointly controlled entities, except where unrealised losses provide evidence of an impairment of the asset
transferred, in which case they are recognised immediately in the profit and loss account.
In the Companys balance sheet, its investments in associates and jointly controlled entities are stated at cost less impairment losses (see note 2H(ii)).

Fixed Assets

(i) Investment properties are land and/or buildings which are owned or held under a leasehold interest to earn rental income and/or for capital appreciation.
Investment properties are stated in the balance sheet at fair value as determined semi-annually by independent professionally qualified valuers. Gains or
losses arising from changes in the fair value are recognised as profit or loss in the year in which they arise.
Property that is being constructed or developed for future use as investment property is classified as asset under construction within property, plant
and equipment and stated at cost until construction or development is complete, at which time it is reclassified as investment property at fair value. Any
difference between the fair value of the property at that date and its previous carrying amount is recognised in the profit and loss account.
(ii) Land held for own use under operating leases and buildings thereon, where the fair values of the leasehold interest in the land and buildings cannot
be measured separately at inception of the lease are accounted for as being held under a finance lease, unless the buildings are also clearly held under
an operating lease. The self-occupied land and buildings are stated in the balance sheet at their fair values on the basis of their existing use at the date
of revaluation less any subsequent accumulated depreciation. Revaluations are performed by independent qualified valuers every year, with changes in
the value arising on revaluations treated as movements in the fixed asset revaluation reserve, except:
(a) where the balance of the fixed asset revaluation reserve relating to a self-occupied land and building is insufficient to cover a revaluation deficit of
that property, the excess of the deficit is charged to the profit and loss account; and
(b) where a revaluation deficit had previously been charged to the profit and loss account and a revaluation surplus subsequently arises, this surplus is
firstly credited to the profit and loss account to the extent of the deficit previously charged to the profit and loss account, and is thereafter taken to the
fixed asset revaluation reserve.
(iii) Civil works and plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2H(ii)).
(iv) Assets under construction are stated at cost less impairment losses (see note 2H(ii)). Cost comprises direct costs of construction, such as materials,
staff costs and overheads, together with interest expense capitalised during the period of construction or installation and testing. Capitalisation of these
costs ceases and the asset concerned is transferred to the appropriate fixed assets category when substantially all the activities necessary to prepare the
asset for its intended use are completed.
(v) Leased assets
(a) Leases of assets under which the lessee assumes substantially all the risks and rewards of ownership are classified as finance leases. Where the
Group acquires the use of assets under finance leases, the amounts representing the fair value of the leased asset, or, if lower, the present value of the
minimum lease payments (computed using the rate of interest implicit in the lease), of such assets are included in fixed assets and the corresponding
liabilities, net of finance charges, are recorded as obligations under finance leases. Depreciation and impairment losses are accounted for in accordance
with the accounting policy as set out in notes 2I(iv) and 2H(ii) respectively. Finance charges implicit in the lease payments are charged to the profit
and loss account over the period of the leases so as to produce an approximately constant periodic rate of charge on the remaining balance of the
obligations for each accounting period.
(b) Leases of assets, other than that mentioned in note 2F(v)(c) below, under which the lessor has not transferred substantially all the risks and rewards
of ownership are classified as operating leases. Where the Group leases out assets under operating leases, the assets are included in the balance sheet
according to their nature and, where applicable, are depreciated in accordance with the Groups depreciation policies. Impairment losses are accounted
for in accordance with the accounting policies on impairment of assets (see note 2H(ii)). Revenue arising from operating leases is recognised in
accordance with the Groups revenue recognition policies as set out in note 2AA(iv).
(c) Land held for own use under an operating lease where its fair value cannot be measured separately from the fair value of a building situated thereon
at inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease (see note
2F(ii)). For these purposes, inception of the lease is the time that the lease was first entered into by the Group, or taken over from the previous lessee, or
at the date of construction of those buildings, if later.
(vi) Subsequent expenditure relating to the replacement of certain parts of an existing fixed asset is recognised in the carrying amount of the asset if it is
probable that future economic benefit will flow to the Group and the cost of the item can be measured reliably. The carrying amount of those parts that
are replaced is derecognised, with gain or loss arising therefrom dealt with in the profit and loss account.
Expenditure on repairs or maintenance of an existing fixed asset to restore or maintain the originally assessed standard of performance of that asset is
charged as an expense when incurred.

Principal Accounting Policies (continued)

Fixed Assets (continued)

Gains or losses arising from the retirement or disposal of a fixed asset or an investment property are determined as the difference between the net
disposal proceeds and the carrying amount of the asset. Such gains or losses are recognised as income or expense in the profit and loss account on the
date of retirement or disposal. Any related revaluation surplus is transferred from the fixed asset revaluation reserve to retained profits.
(vii) Service concession assets
Where the Group enters into service concession arrangements under which the Group acquires the rights to access, use and operate certain assets for
the provision of public services:

Upfront payments at inception of the service concession are capitalised and amortised on a straight-line basis over the period of the
service concession;

Annual payments over the period of the service concession with the amounts fixed at inception are capitalised at the present value of the total
fixed annual payments discounted at the incremental long-term borrowing rate determined at inception, and amortised on a straight-line basis
over the period of the service concession with a corresponding liability recognised as obligations under service concession;

Annual payments for the service concession which are not fixed or determinable at inception and which are contingent on future revenues
generated from the service concession over certain thresholds are charged to the profit and loss account in the period when incurred;

Expenditure directly attributable to the acquisition of the service concession up to inception, including the assumption of certain obligations of the
grantor of the service concession, are capitalised and amortised on a straight-line basis over the period of the service concession; and

Payments for the replacement and/or upgrade of assets subject to the service concession arrangement are capitalised and amortised on a straightline basis over the shorter of the assets useful lives and the remaining period of the service concession.

The service concession asset is carried on the balance sheet, as an intangible asset, at cost less accumulated amortisation and impairment losses, if any
(see note 2H(ii)).

Property Management Rights

Where the Group makes payments for acquisition of property management rights, the amounts paid are capitalised as intangible assets and stated in
the balance sheet at cost less accumulated amortisation and impairment losses (see note 2H(ii)). The intangible asset is amortised to the profit and loss
account on a straight-line basis over the terms of the management rights.

Impairment of Assets

(i) Impairment of Debtors and Other Receivables


Debtors and other current and non-current receivables are reviewed at each balance sheet date to determine whether there is objective evidence
of impairment. If any such evidence exists, the impairment loss is measured as the difference between the assets carrying amount and the present
value of estimated future cash flows, discounted at the financial assets original effective interest rate (i.e. the effective interest rate computed at initial
recognition of these assets) where the effect of discounting is material.
If in a subsequent period the amount of an impairment loss decreases, the impairment loss is reversed through the profit and loss account.
(ii) Impairment of Other Assets
Internal and external sources of information are reviewed at each balance sheet date to identify indications that the following assets may be impaired or
an impairment loss previously recognised no longer exists or may have decreased:

fixed assets (other than properties carried at revalued amounts);


service concession assets;
property management rights;
railway construction in progress;
property development in progress;
prepaid land lease payments;
deferred expenditure; and
investments in subsidiaries, non-controlled subsidiaries, associates and jointly controlled entities.

If any such indication exists, the assets recoverable amount is estimated.


The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to
the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the
smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).

MTR Corporation Annual Report 2007

134 | 135

Notes to the Accounts

Principal Accounting Policies (continued)

Impairment of Assets (continued)

An impairment loss is recognised in the profit and loss account whenever the carrying amount of an asset, or the cash-generating unit to which it
belongs, exceeds its recoverable amount.
An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount of the asset.
A reversal of impairment losses is limited to the assets carrying amount that would have been determined had no impairment loss been recognised in
prior years. Reversals of impairment losses are credited to the profit and loss account in the year in which the reversals are recognised.

Depreciation

(i) Investment properties are not depreciated.


(ii) Fixed assets other than investment properties and assets under construction are depreciated on a straight-line basis at rates sufficient to write off
their cost or valuation, less their estimated residual value, if any, over their estimated useful lives as follows:

Land and Buildings


Self-occupied land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .the shorter of 50 years and the unexpired term of the lease

Civil Works
Excavation and boring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indefinite
Tunnel linings, underground civil structures, overhead structures and immersed tubes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 years
Station building structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 years
Depot structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 years
Concrete kiosk structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years
Cableway station tower and theme village structures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 years

Plant and Equipment


Rolling stock and components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 40 years
Platform screen doors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 years
Rail track . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 30 years
Environmental control systems, lifts and escalators, fire protection and drainage system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 30 years
Power supply systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 40 years
Aerial ropeway and cabin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 27 years
Automatic fare collection systems, metal station kiosks, and other mechanical equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years
Train control and signalling equipment, station announcement systems, telecommunication systems and advertising panels . . . . . . . . . . . . . . . . .5 20 years
Station architectural finishes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 30 years
Fixtures and fittings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 15 years
Maintenance equipment, office furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years
Computer software licences and applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 7 years
Cleaning equipment, computer equipment and tools . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 years
Motor vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 years
Where parts of an item of property, plant and equipment have different useful lives, each part is depreciated separately. The useful lives of the various
categories of fixed assets are reviewed annually in the light of actual asset condition, usage experience and the current asset replacement programme.
(iii) No depreciation is provided on assets under construction until construction is completed and the assets are ready for their intended use.
(iv) Depreciation on assets held under finance leases is provided at rates designed to write off the cost of the asset in equal annual amounts over the
shorter of the lease term or the anticipated useful life of the asset as set out above, except in cases where title to the asset will be acquired by the Group
at the end of the lease where depreciation is provided at rates designed to write off the cost of the asset in equal amounts over the anticipated useful life
of the asset.

Principal Accounting Policies (continued)

Construction Costs

(i) Costs incurred by the Group in respect of feasibility studies on proposed railway related construction projects (including consultancy fees, in-house
staff costs and overheads) are dealt with as follows:

where the proposed projects are at a preliminary review stage with no certainty of materialising, the costs concerned are written off to the profit
and loss account; and

where the proposed projects are at a detailed study stage, having been agreed in principle by the Members of the Board based on a feasible
financial plan, the costs concerned are dealt with as deferred expenditure until such time as a project agreement is reached, whereupon the costs
are transferred to railway construction in progress.

(ii) After entering into a project agreement, all costs incurred in the construction of the railway are dealt with as railway construction in progress until
commissioning of the railway line, whereupon the relevant construction costs are transferred to fixed assets.

Property Development

(i) Costs incurred by the Group in respect of site preparation, land costs and acquisition of development rights for as well as interest in connection with
loans to property developers are dealt with as property development in progress.
(ii) Payments received from developers in respect of developments are offset against the amounts in property development in progress attributable
to that development. Any surplus amounts of payments received from developers in excess of the balance in property development in progress are
transferred to deferred income. In these cases, further costs subsequently incurred by the Group in respect of that development are charged against
deferred income.
(iii) Expenditure incurred on the development of properties for self-occupation by the Group is transferred to fixed assets when the occupation permits
are issued and the properties are put into use.
(iv) When agreement is reached with a developer to redevelop an existing self-occupied property, the relevant property is revalued on an existing use
basis prior to commencement of redevelopment. The surplus arising on revaluation is credited to fixed asset revaluation reserve. On commencement of
redevelopment, the net book value of the property is transferred to property development in progress.
(v) Where an interest-free loan is provided to a developer as one of the terms of the development contract, such loan is initially stated at fair value
which is its present value discounted at the prevailing market rates of interest at inception. The difference between the fair value and the face value of
the loan is dealt with as property development in progress during construction and transferred to the profit and loss account upon completion of the
development. Notional interest income is credited to the profit and loss account and debited to the loan over the period of the loan so that the fair value
of the loan at maturity equates to its face value.
(vi) Profits arising from the development of properties undertaken in conjunction with property developers are recognised in the profit and loss account
as follows:

where the Group receives payments from developers at the commencement of the project, profits arising from such payments are recognised
when the foundation and site enabling works are complete and acceptable for development, and after taking into account the outstanding risks
and obligations, if any, retained by the Group in connection with the development;

where the Group receives a right to a share of the net surplus from sale of the development, income is initially recognised by the Group upon
the issue of occupation permits provided the amounts of revenue and costs can be estimated reliably. The interest in any unsold properties is
subsequently remeasured on a basis consistent with the policy set out in note 2K(viii); and

where the Group receives a distribution of the assets of the development, profit is recognised based on the fair value of such assets at the time of
receipt and after taking into account any outstanding risks and obligations retained by the Group in connection with the development.

Upon recognition of profit, the balance of deferred income or property development in progress related to that development is credited or charged to
the profit and loss account, as the case may be.
(vii) Where the Group is liable to pay the developer consideration for the retention of part of a property to be redeveloped, profit attributable to the
Group in respect of the redevelopment (including any payment received from the developer) will be recognised in the profit and loss account when the
quantum of the obligation of the Group and the amount of realised profit can be determined with reasonable accuracy.
(viii) Where properties are received as a profit distribution upon completion of development and are held for sale, those properties are stated at cost
represented by their estimated net realisable value upon receipt. Net realisable value represents the estimated selling price less costs to be incurred
in selling the properties. When properties are sold, the carrying amount of those properties is recognised as cost of properties sold in the period in
which the related revenue is recognised. The amount of any write-down of properties to net realisable value is recognised as an expense in the period
the write-down occurs. The amount of any reversal of any write-down of properties, arising from an increase in net realisable value, is recognised as a
reduction in the cost of properties sold in the period in which the reversal occurs.
(ix) Where properties under construction are received as a sharing in kind from a development, these properties are initially recognised in assets
under construction at fair value. Further costs incurred in the construction of those assets are capitalised into the assets under construction, which are
transferred to fixed assets when substantially all the activities necessary to prepare the assets for their intended use have been completed.

MTR Corporation Annual Report 2007

136 | 137

Notes to the Accounts

Principal Accounting Policies (continued)

Jointly Controlled Operations

The arrangements entered into by the Group with developers for property developments without establishing separate entities are considered to
be jointly controlled operations pursuant to HKAS 31 Investments in joint ventures. Under the development arrangements, the Group is normally
responsible for its own costs, including in-house staff costs and the costs of enabling works, and the developers normally undertake to pay for all
other project costs such as land premium, construction costs, professional fees, etc. Such costs are deductible from the proceeds of sale before surplus
proceeds are shared. In respect of its interests in such operations, the Group accounts for the costs of enabling works and land costs paid net of up-front
payments received as property development in progress. In cases where up-front payments received from developers exceed the related expenditures
incurred by the Group, such excess is recorded as deferred income. Expenses incurred by the Group on staff, overhead and consultancy fees in respect of
these developments are also capitalised as property development in progress. The Groups share of income earned from such operations is recognised
in the profit and loss account on the basis of note 2K(vi) after netting off any related balance in property development in progress at that time.

Investments in Securities

The Groups policies for investments in securities (other than investments in its subsidiaries, non-controlled subsidiaries, associates and jointly controlled
entities), which are held for trading purpose, are as follows:
(i) Investments in securities are initially stated at fair value. At each balance sheet date the fair value is remeasured, with any resultant unrealised gain or
loss being recognised in the profit and loss account.
(ii) Investments are recognised/derecognised on the date the Group commits to purchase/sell the investments or they expire.
(iii) Profit or loss on disposal of investments in securities are determined as the difference between the estimated net disposal proceeds and the carrying
amount of the investments and are accounted for in the profit and loss account as they arise.

Defeasance of Long-term Lease Payments

Where commitments to make long-term lease payments have been defeased by the placement of securities, those commitments and securities (and
income and charges arising therefrom) have been netted off in order to reflect the overall commercial effect of the arrangements. These transactions
are not accounted for as leases and these liabilities and investment in securities are not recognised as obligations and assets. Any net amount of cash
received from such transactions is accounted for as deferred income.

Stores and Spares

Stores and spares used for railway and business operation are categorised as either revenue or capital. Revenue spares are stated in the balance sheet at
cost, using the weighted average cost method and are recognised in the year in which the consumption occurred. Provision is made for obsolescence
where appropriate. Capital items are included in fixed assets and stated at cost less aggregate depreciation and impairment losses. Depreciation is
charged at the rates applicable to the relevant fixed assets against which the capital spares are held in reserve.

Long-term Consultancy Contracts

The accounting policy for contract revenue is set out in note 2AA(iii). When the outcome of a fixed-price consultancy contract can be estimated reliably,
contract costs are recognised as expense by reference to the stage of completion of the contract activity at the balance sheet date. When it is probable
that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. When the outcome of a
consultancy contract cannot be estimated reliably, contract costs are recognised as an expense in the period in which they are incurred.
Consultancy contracts in progress at the balance sheet date are recorded in the balance sheet at the net amount of costs incurred plus recognised profit
less recognised losses and progress billings, and are presented in the balance sheet as the Gross amount due from customers for contract work (as an
asset) or the Gross amount due to customers for contract work (as a liability), as applicable. Progress billings not yet paid by the customer are included
in the balance sheet under Debtors, deposits and payments in advance. Amounts received before the related work is performed are included in the
balance sheet, as a liability, under Creditors, accrued charges and provisions.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at banks and on hand, demand deposits with banks and other financial institutions, and short-term, highly
liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having
been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Groups cash
management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.

Debtors, Deposits and Payments in Advance

Debtors, deposits and payments in advance are initially recognised at fair value and thereafter stated at amortised cost less impairment losses for bad
and doubtful debts (see note 2H(i)), except where the effect of discounting would be immaterial or the discount is not measurable as the receivables are
interest-free loans made to related parties without any fixed repayment terms. In such cases, the receivables are stated at cost less impairment losses for
bad and doubtful debts.

Principal Accounting Policies (continued)

Interest-bearing Borrowings

Interest-bearing borrowings are recognised initially at fair value, net of transaction costs incurred. The unhedged portion of interest-bearing borrowings
are subsequently stated at amortised costs; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in
the profit and loss account over the period of the borrowings using the effective interest method.
Subsequent to initial recognition, the carrying amount of the hedged portion of interest-bearing borrowings is remeasured and the change in fair
value attributable to the risk being hedged is recognised in the profit and loss account to offset the effect of the gain or loss on the related hedging
instrument.

Creditors, Accrued Charges and Provisions

Creditors, accrued charges and provisions are stated at amortised cost if the effect of discounting would be material, otherwise they are stated at cost.

Derivative Financial Instruments and Hedging Activities

The Group uses derivative financial instruments such as interest rate swaps and currency swaps to manage its interest rate and foreign exchange
exposure. Based on Group policy, these instruments are used solely for reducing or eliminating financial risks associated with the Groups liabilities and
not for trading or speculation purposes.
Derivatives are initially recognised at fair value and are subsequently remeasured at their fair value at each balance sheet date. The method of recognising
the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and the nature of the item being hedged.
Where hedge accounting applies, the Group designates derivatives employed as either: (1) a fair value hedge: to hedge the fair value of recognised
liabilities; or (2) a cash flow hedge: to hedge the variability in cash flows of a recognised liability or the foreign currency risk of a firm commitment.
(i) Fair Value Hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the profit and loss account, together with any
changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk.
(ii) Cash Flow Hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised directly in equity. The
gain or loss relating to the ineffective portion is recognised immediately in the profit and loss account.
Amounts accumulated in equity are transferred to the profit and loss account in the periods when the hedged liability affects earning. However, when
the firm commitment that is hedged results in the recognition of a non-financial asset, the associated gains and losses that were recognised in equity are
transferred from equity and included in the initial cost or carrying amount of the asset.
When a hedging instrument expires or is sold, terminated or exercised, or when a hedge no longer meets the criteria for hedge accounting, the
cumulative gain or loss existing in equity at that time shall remain in equity and is recognised when the hedged liability affects profit or loss, or when the
firm commitment is recognised as a non-financial asset, in accordance with the above policy. However, when a hedged liability or a firm commitment is
no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the profit and loss account.
(iii) Derivatives That Do Not Qualify for Hedge Accounting
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the profit and loss account.

Employee Benefits

(i) Salaries, annual leave, leave passage allowance and other costs of non-monetary benefits are accrued and recognised as an expense in the year
in which the associated services are rendered by employees of the Group, except those benefits incurred for project staff in respect of construction
projects and capital works, which are capitalised as part of the cost of the qualifying assets.
(ii) Contributions to defined contribution retirement plans, including contributions to Mandatory Provident Funds (MPF) as required under the Hong
Kong Mandatory Provident Fund Schemes Ordinance, are recognised as an expense in the profit and loss account as incurred, except those contributions
for project staff incurred in respect of construction projects and capital works, which are capitalised as part of the cost of the qualifying assets.
(iii) The Groups net obligation in respect of defined benefit retirement plans is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior years; that benefit is discounted to determine the present value,
and the fair value of any plan assets is deducted. The discount rate is the yield at balance sheet date on high quality corporate bonds that have maturity
dates approximating the terms of the Groups obligations. If there is no deep market in such bonds, the market yield on government bonds would be
used. The calculation is performed by a qualified actuary using the projected unit credit method.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised either as an expense
in the profit and loss account, or capitalised as part of the cost of the relevant construction projects or capital works in the case of project related
employees, as the case may be, on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest
immediately, the expense is recognised immediately in a similar manner.

MTR Corporation Annual Report 2007

138 | 139

Notes to the Accounts

Principal Accounting Policies (continued)

Employee Benefits (continued)

In calculating the Groups obligation in respect of a plan, to the extent that any cumulative unrecognised actuarial gain or loss exceeds ten percent of the
greater of the present value of the defined benefit obligation and the fair value of plan assets, that portion is recognised in the profit and loss account
over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognised.
Where the calculation of the Groups net obligation results in a negative amount, the asset recognised is limited to the net total of any cumulative
unrecognised net actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future contributions
to the plan.
(iv) Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is recognised as a staff
cost, unless the original employee expenses qualify for recognition as an asset, on a straight-line basis over the vesting period and taking into account the
probability that the options will vest, with a corresponding increase in the employee share-based capital reserve within equity. Fair value is measured by
use of a Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The expected life used in the model
has been adjusted, based on managements best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
During the vesting period, the number of share options that is expected to vest is reviewed. Any adjustment to the cumulative fair value recognised in
prior years is charged/credited to the profit and loss account for the year of the review, unless the original employee expenses qualify for recognition as
an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognised as an expense is adjusted to reflect the actual
number of share options that vest (with a corresponding adjustment to the capital reserve). The equity amount is recognised in the capital reserve until
either the option is exercised (when it is transferred to the share premium account) or the option expires (when it is released directly to retained profits).
For cash-settled share-based payments, a liability equal to the portion of the services received is recognised at the fair value of the shares determined at
each balance sheet date.
(v) Termination benefits are recognised when, and only when, the Group demonstrably commits itself to terminate employment or to provide benefits
as a result of voluntary redundancy by having a detailed formal plan which is without realistic possibility of withdrawal.

Retirement Schemes

The Group operates both defined contribution and defined benefit retirement schemes.
Employers contributions to defined contribution retirement schemes including MPF Schemes are recognised in the accounts in accordance with the
policy set out in note 2V(ii).
Employers contributions paid and payable in respect of employees of defined benefit retirement schemes as calculated annually by independent
actuaries in accordance with the Retirement Scheme Rules and provisions of the Occupational Retirement Schemes Ordinance, are used to satisfy the
pension expenses recognised in the accounts according to note 2V(iii). Any deficit or surplus thereof will be dealt with in the balance sheet as accrued or
prepaid benefit expenses, as the case may be.

Income Tax

(i) Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Income tax is recognised in the profit and loss
account except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
(ii) Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date,
and any adjustment to tax payable in respect of previous years.
(iii) Deferred tax assets and liabilities arise from deductible and taxable temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.
Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets
arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those
differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected
reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The
same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from
unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity,
and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilised.

Principal Accounting Policies (continued)

Income Tax (continued)

The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from the initial recognition of assets or
liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination) and investments in subsidiaries to the
extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the
foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.
The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and
liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.
The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes
probable that sufficient taxable profits will be available.
(iv) Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax
assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities if, and only if, the Company or the Group has the
legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:

in the case of current tax assets and liabilities, the Company or the Group intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously; or

in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:

the same taxable entity; or

different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to
be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle
simultaneously.

Financial Guarantee Contracts

Financial guarantees are contracts that require the issuer to make specified payments to reimburse the holder of the guarantee for a loss it incurs
because a specified debtor fails to make payment to the holder when due in accordance with the original or modified terms of a debt instrument.
When the Group issues a financial guarantee, where the effect is material, the fair value of the guarantee (being the transaction price, unless the fair
value can otherwise be reliably estimated) after netting of any consideration received or receivable at inception is initially debited to the profit and loss
account and recognised as deferred income within creditors, accrued charges and provisions.
The amount of the guarantee initially recognised as deferred income is amortised in the profit and loss account over the term of the guarantee as
income from financial guarantees issued. In addition, provisions are recognised in accordance with note 2Z if and when (i) it becomes probable
that the holder of the guarantee will call upon the Group under the guarantee, and (ii) the amount of that claim on the Group is expected to exceed
the amount currently carried in creditors, accrued charges and provisions in respect of that guarantee, i.e. the amount initially recognised less
accumulated amortisation.

Provisions and Contingent Liabilities

Provisions are recognised for liabilities of uncertain timing or amount when the Company or Group has a legal or constructive obligation arising as a
result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made.
Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as
a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by
the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic
benefits is remote.

MTR Corporation Annual Report 2007

140 | 141

Notes to the Accounts

Principal Accounting Policies (continued)

AA Revenue Recognition
Provided it is probable that the economic benefits associated with the transactions will flow to the Group and the amount of revenue can be measured
reliably, revenue is recognised in the profit and loss account as follows:
(i) Fare revenue is recognised when the journey is provided.
(ii) Advertising income and service fees from telecommunication services provided within the railway are recognised when the services are provided.
(iii) Contract revenue is recognised when the outcome of a consultancy or service contract can be estimated reliably. Contract revenue is recognised
using the percentage of completion method, measured by reference to the percentage of contract costs incurred to date to estimated total contract
costs for the contract. When the outcome of a consultancy contract cannot be estimated reliably, revenue is recognised only to the extent of contract
costs incurred that it is probable will be recoverable.
(iv) Rental income from investment properties, station kiosks and other railway premises under operating leases is accounted for in accordance with
the terms of the leases. Lease incentives granted are recognised in the profit and loss account as an integral part of the aggregate net lease payments
receivable. Contingent rentals are recognised as income in the accounting period in which they are earned. Property management income is recognised
when the services are provided.

BB Operating Lease Charges


(i) Rentals payable under operating leases are charged on a straight-line basis over the period of the lease to the profit and loss account, except for
rentals payable in respect of railway construction, property development in progress and proposed capital projects which are capitalised as part of
railway construction in progress, property development in progress and deferred expenditure respectively.
(ii) Prepaid land lease payments for land are stated at cost and are amortised on a straight-line basis over the period of the lease terms to the profit and
loss account as land lease expenses.

CC Interest and Finance Charges


Interest expense directly attributable to the financing of capital projects prior to their completion or commissioning is capitalised. Exchange differences
arising from foreign currency borrowings related to the acquisition of assets are capitalised to the extent that they are regarded as an adjustment to
capitalised interest costs. Interest expense attributable to other purposes is charged to the profit and loss account.
Finance charges implicit in the lease payments on assets held under finance leases are charged to the profit and loss account over the period of the
lease so as to produce an approximately constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

DD Foreign Currency Translation


Foreign currency transactions during the year are translated into Hong Kong dollars and recorded at exchange rates ruling at the transaction dates.
Foreign currency monetary assets and liabilities are translated into Hong Kong dollars at the exchange rates ruling at the balance sheet date. Exchange
gains and losses are recognised in the profit and loss account.
The results of foreign enterprises are translated into Hong Kong dollars at the average exchange rates for the year; balance sheet items are translated into
Hong Kong dollars at the rates of exchange ruling at the balance sheet date. The resulting exchange differences are dealt with as a movement in reserves.

EE Segment Reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing
products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from
those of other segments.
In accordance with the Groups internal financial reporting system, the Group has chosen business segment information as the primary reporting format.
As substantially all the principal operating activities of the Group are carried out in Hong Kong, no geographical segment information is provided.
Segment revenue, expenses, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on
a reasonable basis to that segment. Segment revenue, expenses, assets and liabilities are determined before intra-group balances and intra-group
transactions are eliminated as part of the consolidation process, except to the extent that such intra-group balances and transactions are between
group enterprises within a single segment.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one year.
Unallocated items mainly comprise derivative financial assets and liabilities, corporate assets, interest-bearing loans, borrowings, share of results of noncontrolled subsidiaries, associates and jointly controlled entities, corporate and financing expenses and minority interests.

Principal Accounting Policies (continued)

FF Related Parties
For the purposes of these accounts, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the
party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are
subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel,
significant shareholders and/or their close family members) or other entities including entities which are under the significant influence of related
parties of the Group where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Group or of
any entity that is a related party of the Group.

GG Government Grants
Government grants are assistance by Government in the form of transfer of resources in return for the Groups compliance to the conditions attached
thereto. Government grants which represent compensation for the cost of an asset will be deducted from the cost of the asset in arriving at its carrying
value to the extent of the amounts received and receivable as at the date of the balance sheet. Any excess of the amount of grant received or receivable
over the cost of the asset at the balance sheet date will be carried forward as advance receipts to set off against the future cost of the asset.

Rail Merger with Kowloon-Canton Railway Corporation

A On 2 December 2007 (the Appointed Day), the Companys operations merged with those of the KCRC (Rail Merger). The structure and key
terms of the Rail Merger were set out in a series of transaction agreements entered into between, inter alia, the Government of the Hong Kong Special
Administrative Region, KCRC and the Company including the Service Concession Agreement, Property Package Agreements and Merger Framework
Agreement. Key elements of the Rail Merger include the following:

The expansion of the Companys existing franchise under the Mass Transit Railway Ordinance (MTR Ordinance) to cover the construction,
operation and regulation of railways in addition to the MTRC railway for an initial period of 50 years from the Appointed Day (Franchise Period),
which may be extended pursuant to the provisions of the MTR Ordinance (note 51I);

The Service Concession Agreement (SCA) pursuant to which KCRC granted the Company the right to access, use and operate the KCRC system
for an initial term of 50 years (the Concession Period), which will be extended if the Franchise Period (as it relates to the KCRC railway) is extended.
The SCA also sets out the basis on which the KCRC system will be returned at the end of the Concession Period. In accordance with the terms of
the SCA, the Company paid an upfront lump sum to KCRC on the Appointed Day and is obliged to pay an annual fixed payment to KCRC for the
duration of the Concession Period. Additionally, commencing after three years from the Appointed Day, the Company is obliged to pay an annual
variable fee to KCRC based on the revenue generated from the KCRC system above certain thresholds;

Under the SCA, the Company is responsible for the expenditure incurred in relation to the maintenance, repair, replacement and upgrade of the
KCRC system (with any new assets acquired being classified as additional concession property). To the extent that such expenditure exceeds an
agreed threshold (Capex Threshold), the Company will be reimbursed for any above threshold expenditure at the end of the Concession Period
with such reimbursement to be on the basis of depreciated book value;

In the event that the Concession Period is extended, the fixed annual payment and the variable annual payment will continue to be payable by the
Company. On such extension, the Capex Threshold may also be adjusted;

With effect from the Appointed Day, staff of the Company and KCRC have been employed by the Company on their prevailing terms and
conditions of employment. In connection with the Rail Merger, a Staff Voluntary Separation Scheme has been offered to eligible staff (note 10);

Property Package Agreements whereby property assets comprising certain investment and own-used properties, property management rights
and property development rights were acquired by the Company;

Merger Framework Agreement setting out the framework for the Rail Merger including the implementation of the Fare Adjustment Mechanism
whereby the extent to which fares may be adjusted is linked to certain public indices, the provision of a fare reduction starting from the Appointed
Day and the guarantee of job security for front line staff employed at the time of the Rail Merger;

Pursuant to the above and the vesting and novation of certain contracts, the Company assumed certain assets and liabilities of KCRC on the
Appointed Day. The assumption of the liabilities of deposits refundable to third parties was subject to compensation by KCRC on the
Appointed Day; and

Other post-Appointed Day arrangements between the Company and KCRC such as the arrangements documented by the Kowloon Southern Link
(KSL) Project Management Agreement, the West Rail Agency Agreement and the Outsourcing Agreement.

MTR Corporation Annual Report 2007

142 | 143

Notes to the Accounts

Rail Merger with Kowloon-Canton Railway Corporation (continued)

The principal financial terms of the Rail Merger and their financial impact on the 2007 accounts are described in the following paragraphs.

For the acquisition of the service concession, the Company has settled or is liable to settle the following payments to KCRC in respect of the
service concession:

Upfront payment of HK$4,250 million was paid on the Appointed Day, of which HK$326 million was in respect of stores and spares, with the
balance of HK$3,924 million for the right to access, use and operate the KCRC system (initial concession property), which is capitalised as a service
concession asset on the balance sheet and amortised on a straight-line basis over the Concession Period;

Fixed annual payments of HK$750 million are payable by the Company to KCRC throughout the Concession Period. The present value of the total
fixed annual payments discounted at the Companys estimated long-term incremental borrowing rate of 6.75% amounting to HK$10,687 million
was capitalised as a service concession asset on the balance sheet and amortised on a straight-line basis over the Concession Period with a
corresponding liability for obligations under the service concession recognised on the balance sheet; and

Variable annual payments are payable by the Company to KCRC commencing after the third year from the Appointed Day to the end of the
Concession Period. The payments are calculated on a tiered basis by reference to the revenues generated from the operation of the service
concession over certain thresholds.

As at 31 December 2007, HK$49 million was incurred on additional concession property which will be amortised over the shorter of the assets useful
lives and the remaining period of the service concession.
The assumption of the liability of deposits refundable to third parties and other liabilities subject to cash compensation by KCRC on the Appointed Day
amounted to HK$663 million. The assumption of other assets and liabilities not subject to compensation by KCRC on the Appointed Day amounted to a
net liability amount of HK$226 million (note 20), formed part of the cost of acquiring the service concession and was capitalised accordingly.
On the Appointed Day, the Company paid a total consideration of HK$7,790 million for the transfer of the economic benefits of the property package
from KCRC as follows:

Acquisition of certain properties or property holding subsidiaries from KCRC at a consideration of HK$2,840 million. The excess of the fair value of
these properties at the balance sheet date over the consideration has been recognised as a gain in the profit and loss account;

Acquisition of property development rights for eight development sites for a consideration of HK$4,910 million, which was recognised at cost as
property development in progress on the balance sheet. Pursuant to the transaction agreements, when the development sites which have not
been awarded as at the Appointed Day are subsequently awarded, the Company is obliged to pay KCRC an agreed amount of HK$875 million in
respect of enabling works carried out by KCRC for such sites, which will be settled by the receipt of mandatory payments from property developers
when the sites are awarded;

Acquisition of certain property management rights from KCRC in respect of existing and future managed properties at a consideration of
HK$40 million. The amount was capitalised and subject to amortisation on a straight-line basis over the period of the management rights;

Assumption of certain assets and liabilities with a net liability amount of HK$123 million relating to the property package with corresponding cash
settlement from KCRC; and

Acquisition of certain other subsidiaries of KCRC.

The Rail Merger also gave rise to the following:

The Company obtained a new loan financing facility of HK$10 billion as part of the financing for the above arrangements; and
Deferred expenditure of HK$492 million incurred in connection with the acquisition of the respective assets was capitalised.

Income and expenditure and assets and liabilities in relation to the operation of the service concession are accounted for in the respective line items of
the Groups and the Companys profit and loss accounts and balance sheets.

Fare Revenue

Fare revenue comprises:


in HK$ million

2007

2006

Domestic Service

6,213

5,911

Cross-boundary Service

201

Airport Express

655

612

46

7,115

6,523

Light Rail, Bus and Intercity

The Domestic Service comprises the Kwun Tong, Tsuen Wan, Island, Tung Chung, Tseung Kwan O and Disneyland Resort lines, and additional services
of the East Rail excluding Cross-boundary Service, West Rail and Ma On Shan lines after the Rail Merger. The Cross-boundary Service, Light Rail, Bus and
Intercity are also KCRC transport services provided by the Company after the Rail Merger.

Non-fare Revenue

Station Commercial and Rail Related Revenue

Station commercial and rail related revenue comprise:


in HK$ million

2007

2006

Advertising

593

534

Duty free shops and kiosk rental

499

391

Telecommunication income

233

259

Consultancy income

193

199

Miscellaneous business revenue

223

159

1,741

1,542

2007

2006

Rental, Management and Other Revenue


in HK$ million
Property rental income:
Telford Plaza

524

492

Luk Yeung Galleria

118

122

Paradise Mall

111

112

Maritime Square

300

281

International Finance Centre

147

128

90

Ginza Mall Beijing


Elements
Other properties

Property management income

Ngong Ping 360 business revenue

93

198

128

1,581

1,263

168

149

1,749

1,412

85

64

1,834

1,476

MTR Corporation Annual Report 2007

144 | 145

Notes to the Accounts

Non-fare Revenue (continued)

Rental, Management and Other Revenue (continued)

Included in rental income is HK$72 million (2006: HK$64 million) in respect of the provision of air conditioning services. Ginza Mall commenced
operations in January 2007 and Elements in October 2007. Rental income from other properties includes rent in respect of investment properties
acquired from KCRC upon the Rail Merger on 2 December 2007 of HK$21 million.
Ngong Ping 360 business revenue comprises revenue generated from the Tung Chung cable car operations and related businesses at the Ngong
Ping Theme Village, which commenced on 18 September 2006. During the period from 12 June to 30 December 2007, the cable car operation was
suspended for investigation and then repair and improvement after a deropement incident.

Operating Expenses

Staff costs comprise:


in HK$ million

2007

2006

1,802

1,653

59

58

162

145

55

40

project study and business development expenses

136

115

staff voluntary separation payments

175

21

42

railway construction in progress

49

40

property development in progress

83

79

318

309

23

233

197

3,116

2,678

2007

2006

Amount charged to profit and loss account under:


staff costs and related expenses
repairs and maintenance
expenses relating to station commercial and rail related businesses
expenses relating to property ownership, management and other businesses

other line items


Amount capitalised in:

assets under construction and other projects


service concession assets
Amount recoverable
Total staff costs

The following expenditures are included in staff costs:


in HK$ million
Share based payments
Contributions to defined contribution plans and Mandatory Provident Fund

38

23

Expense recognised in respect of defined benefit plans (note 49E)

98

123

143

155

Operating Expenses (continued)

Repairs and maintenance costs relate mainly to contracted maintenance and revenue works. Other routine repairs and maintenance works are
performed by in-house operations, the costs of which are included under staff costs and stores and spares consumed.

Project study and business development expenses comprise:


in HK$ million
Business development expenses
Miscellaneous project study expenses

2007

2006

239

245

29

22

268

267

Business development expenses relate mainly to studies on business opportunities in China and Europe in line with the Groups business strategy.

Included in general and administration expenses and other expenses are the following charges/(credits):
in HK$ million

2007

2006

audit services

tax services

Auditors remuneration

other services

Loss on disposal of fixed assets

36

37

(1)

(8)

Derivative financial instruments:


foreign exchange contracts ineffective portion of cash flow hedges
transfer from hedging reserve
Amortisation of land lease expenses (note 25)
Unrealised loss/(gain) on revaluation of investment in securities

13

14

(2)

In addition to the amounts of auditors remuneration charged to general and administration expense, HK$5 million (2006: nil) was incurred on audit and
tax related services in respect of the Rail Merger.

Operating lease expenses charged to the profit and loss account comprise:
in HK$ million

2007

2006

Shopping centre, office building, staff quarters and bus depot

59

46

Amount capitalised

(1)

(1)

58

45

MTR Corporation Annual Report 2007

146 | 147

Notes to the Accounts

Remuneration of Members of the Board and the Executive Directorate

Remuneration of Members of the Board and the Executive Directorate

(i) The emoluments of the Members of the Board and the Executive Directorate of the Company were as follows:

Fees

Base pay,
allowances
and benefits
in kind

Retirement
scheme
contribution

Variable
remuneration
related to
performance

Total

Raymond Chien Kuo-fung

1.0

1.0

Cheung Yau-kai

0.2

0.2

David Gordon Eldon

0.2

0.2

Christine Fang Meng-sang

0.2

0.2

Edward Ho Sing-tin

0.3

0.3

Lo Chung-hing

0.2

0.2

in HK$ million
2007
Members of the Board

Ng Leung-sing (appointed on 18 December 2007)


Abraham Shek Lai-him (appointed on 18 December 2007)

T. Brian Stevenson

0.3

0.3

Ceajer Chan Ka-keung (appointed on 10 July 2007)

0.1

0.1

Eva Cheng (appointed on 1 July 2007)

0.1

0.1

Sarah Liao Sau-tung (retired on 1 July 2007)

0.1

0.1

Frederick Ma Si-hang (retired on 10 July 2007)

0.1

0.1

Alan Wong Chi-kong

0.2

0.2

Chow Chung-kong

5.9

Russell John Black

3.8

0.1

William Chan Fu-keung

3.7

Thomas Ho Hang-kwong

3.8

Lincoln Leong Kwok-kuen

Francois Lung Ka-kui

Andrew McCusker
Leonard Bryan Turk

Members of the Executive Directorate

5.1

11.0

1.7

5.6

0.1

1.7

5.5

0.1

1.6

5.5

3.8

0.5

1.7

6.0

3.5

0.5

0.8

4.8

3.7

0.1

1.4

5.2

3.7

0.1

1.7

5.5

3.0

31.9

1.5

15.7

52.1

C K Chow is a member of the Companys Mandatory Provident Fund Scheme. The total contributions paid by the Company in each of the years 2006 and 2007 were
HK$12,000.

Remuneration of Members of the Board and the Executive Directorate (continued)

Remuneration of Members of the Board and the Executive Directorate (continued)

in HK$ million

Fees

Base pay,
allowances
and benefits
in kind

Retirement
scheme
contribution

Variable
remuneration
related to
performance

Total

2006
Members of the Board
Raymond Chien Kuo-fung

1.0

1.0

Cheung Yau-kai

0.2

0.2

David Gordon Eldon

0.2

0.2

Christine Fang Meng-sang

0.2

0.2

Edward Ho Sing-tin

0.3

0.3

Lo Chung-hing

0.2

0.2

T. Brian Stevenson

0.3

0.3

Sarah Liao Sau-tung

0.2

0.2

Frederick Ma Si-hang

0.2

0.2

Alan Wong Chi-kong

0.2

0.2

Chow Chung-kong

5.9

4.2

10.1

Russell John Black

3.7

0.3

1.0

5.0

William Chan Fu-keung

3.5

0.3

1.0

4.8

Members of the Executive Directorate


*

Thomas Ho Hang-kwong

3.6

0.3

0.9

4.8

Lincoln Leong Kwok-kuen

3.5

0.5

1.0

5.0

Francois Lung Ka-kui

3.4

0.4

0.9

4.7

Andrew McCusker

3.5

0.3

0.9

4.7

Leonard Bryan Turk

3.5

0.3

1.0

4.8

3.0

30.6

2.4

10.9

46.9

The above emoluments do not include the fair value of share options, as estimated at the date of granting, awarded to Members of the Executive
Directorate whose entitlements are as follows:
(a) Options granted under the New Joiners Share Option Scheme (the New Option Scheme)
The options granted to Francois K K Lung on 27 September 2005 lapsed on 17 October 2006 in accordance with the terms of the New Option Scheme.
He was granted options in respect of 1,066,000 shares on 22 March 2007 and the respective fair value of the share-based payments recognised for the
year ended 31 December 2007 was HK$1.1 million.
The options granted to Lincoln K K Leong under the New Option Scheme were fully vested in 2006. No share-based payment was recognised for the
year ended 31 December 2007 (2006: HK$0.3 million) in respect of his shares granted under this scheme.
(b) Options granted under the 2007 Share Option Scheme (the 2007 Option Scheme)
Share options were granted to all Members of the Executive Directorate under the Companys 2007 Option Scheme, which were offered to them on 10
December 2007. Under the 2007 Option Scheme, the date of grant is defined as the date of acceptance of the offer to grant the option. The entitlements
of each of the Members are as follows:

CK Chow was granted options in respect of 720,000 shares on 13 December 2007, and the respective fair value of the share-based payments
recognised for the year ended 31 December 2007 was HK$0.071 million;

Russell J Black, Thomas H K Ho, Lincoln K K Leong, Andrew McCusker and Leonard B Turk were each granted options in respect of 170,000
shares on 12 December 2007, and the respective fair value of the share-based payments recognised for the year ended 31 December 2007 was
HK$0.017 million for each respective Member of the Executive Directorate;

MTR Corporation Annual Report 2007

148 | 149

Notes to the Accounts

Remuneration of Members of the Board and the Executive Directorate (continued)

Remuneration of Members of the Board and the Executive Directorate (continued)

William F K Chan was granted options in respect of 170,000 shares on 13 December 2007, and the respective fair value of the share-based
payments recognised for the year ended 31 December 2007 was HK$0.017 million; and

Francois K K Lung was granted options in respect of 130,000 shares on 12 December 2007, and the respective fair value of the share-based
payments recognised for the year ended 31 December 2007 was HK$0.013 million.

The details of directors interest in the Companys shares are disclosed under the paragraph Board Members and Executive Directorates Interests in
Shares of the Report of the Members of the Board and note 47.
(ii) C K Chow has a derivative interest in respect of 418,017 shares within the meaning of Part XV of the Securities and Futures Ordinance (SFO). The
derivative interest represents C K Chows entitlement to receive an equivalent value in cash of 418,017 shares on completion of his three-year contract
ending on 30 November 2009.
On 12 April 2007, Lincoln K K Leong was granted a derivative interest in respect of 160,000 shares in the Company within the meaning of Part XV of the
SFO. The derivative interest represents Lincoln K K Leongs entitlement to receive an equivalent value in cash of 160,000 shares on 9 April 2010.
The arrangements were offered to C K Chow and Lincoln K K Leong in order to provide a competitive level of compensation which is also closely tied to
the performance of the Company.
(iii) The aggregate emoluments of Members of the Board and the Executive Directorate for the year pursuant to section 161 of the Hong Kong
Companies Ordinance was HK$53.4 million (2006: HK$60.6 million).
(iv) Non-executive directors of the Company are not appointed for a specific term but are subject (save for those appointed pursuant to Section 8 of the
Mass Transit Railway Ordinance (Chapter 556 of the Laws of Hong Kong)) to retirement by rotation and re-election at the Companys annual general
meetings in accordance with Articles 87 and 88 of the Companys Articles of Association. Dr. Raymond Chien Kuo-fung, a Member of the Board, was
appointed as the non-executive Chairman of the Company with effect from 21 July 2003 for a term of three years. In July 2006, he was re-appointed
as the non-executive Chairman of the Company until 31 July 2007. In July 2007, Dr. Chien was re-appointed as the non-executive Chairman of the
Company with effect from 1 August 2007 for a term up to 31 December 2007 or the day to be appointed by the Secretary for Transport and Housing by
notice published in the Gazette under the Rail Merger Ordinance, whichever was the earlier. On 8 August 2007, he was appointed as the non-executive
Chairman of the Company after the Rail Merger for a term of two years commencing from the Appointed Day. All of the five individuals with the highest
emoluments are Members of the Executive Directorate whose emoluments are disclosed above.

Share Options

Options exercised and outstanding in respect of each Member of the Executive Directorate as at 31 December 2007 are set out under the paragraph
Board Members and Executive Directorates Interests in Shares of the Report of the Members of the Board. Details of the options granted to Members
of the Executive Directorate are as follows:
(i) Pre-Global Offering Share Option Scheme
Under the Companys Pre-Global Offering Share Option Scheme (Pre-IPO Option Scheme) described in note 47A(i), each Member of the Executive
Directorate, except C K Chow, Lincoln K K Leong, Francois K K Lung and Andrew McCusker, was granted options on 20 September 2000 to acquire
1,066,000 shares. C K Chow, Lincoln K K Leong and Francois K K Lung joined the Company on 1 December 2003, 1 February 2002 and 26 September 2005
respectively, and are not beneficiaries of the Pre-IPO Option Scheme. Andrew McCusker was granted 266,500 options on 20 September 2000 under the
Pre-IPO Option Scheme and no additional share options were granted upon his appointment as a Member of the Executive Directorate on 1 October 2005.
Under the vesting terms of the Pre-IPO Option Scheme, each eligible Member of the Executive Directorate must continue to beneficially own (i) at all
times after 26 October 2001, at least 23,000 shares; and (ii) at all times after 26 October 2002, at least 46,000 shares, in each case, up to and including the
date on which he has exercised his option in full or the date on which his option lapses (whichever is earlier).
(ii) New Joiners Share Option Scheme
Under the New Joiners Share Option Scheme as described in note 47A(ii), Lincoln K K Leong and Francois K K Lung, Members of the Executive
Directorate, were granted options to acquire 1,066,000 shares on 1 August 2003 and 27 September 2005 respectively.
Under the vesting terms of the New Option Scheme, Lincoln K K Leong must continue to beneficially own (i) at all times on and after 4 August 2004, at
least 23,000 shares; and (ii) at all times on and after 4 August 2005, at least 46,000 shares, up to and including the date on which he has exercised his
option in full or the date on which his option lapses (whichever is earlier).
Under the vesting terms of the New Option Scheme, Francois K K Lung was required to beneficially own at all times on and after 17 October 2006, at
least 23,000 shares up to and including the date on which he has exercised his option in full or the date on which his option lapses (whichever is earlier).
Francois K K Lungs options lapsed on 17 October 2006 in accordance with the terms of the New Option Scheme.
On 22 March 2007, Francois K K Lung was granted options to acquire 1,066,000 shares under the New Option Scheme. Under the vesting terms of the
New Option Scheme, Francois K K Lung was required to beneficially own (i) at all times on and after 9 April 2008, at least 23,000 shares; and (ii) at all
times on and after 9 April 2009, at least 46,000 shares, up to and including the date on which he has exercised his option in full or the date on which his
option lapses (whichever is earlier).

Remuneration of Members of the Board and the Executive Directorate (continued)

Share Options (continued)

(iii) 2007 Share Option Scheme


Under the 2007 Share Option Scheme as described in note 47A(iii), all Members of the Executive Directorate were granted options to acquire shares in
December 2007. CK Chow was granted options to acquire 720,000 shares; Russell J Black, William F K Chan, Thomas H K Ho, Lincoln K K Leong,
Andrew McCusker and Leonard B Turk were each granted options to acquire 170,000 shares; and Francois K K Lung was granted options to acquire
130,000 shares.
Under the vesting terms of the options granted in December 2007, the options granted will be evenly vested in respect of their underlying shares over a
period of three years from 10 December 2007.

8 Profit on Property Developments


in HK$ million

2007

2006

up-front payments (note 23B(i))

861

1,213

sharing in kind (note 23B(ii))

363

555

Profit on property developments comprises:


Transfer from deferred income on

Share of surplus from development

7,077

3,724

Income recognised from sharing in kind

21

342

Other overhead costs

(18)

(17)

8,304

5,817

2007

2006

19

19

2,501

2,504

73

82

Assets relating to property ownership, management and other businesses

68

22

Unallocated corporate assets

53

47

2,714

2,674

Depreciation and Amortisation

Depreciation and amortisation comprise:


in HK$ million
Depreciation charge on:
Railway operations
on fixed assets held under finance leases
on other railway fixed assets
Assets relating to station commercial and rail related businesses

Amortisation charge on:


Service concession assets
Property management rights

25

25

2,739

2,674

MTR Corporation Annual Report 2007

150 | 151

Notes to the Accounts

10 Merger Related Expenses


Merger related expenses comprise:
in HK$ million
Staff Voluntary Separation Scheme payments (i)
Merger expenses (ii)

2007

2006

175

18

193

(i) In connection with the Rail Merger on 2 December 2007, a Staff Voluntary Separation Scheme (VSS) was offered to eligible staff affected by the Rail
Merger, with compensation determined according to individual staffs year of services. Applications of approximately 390 staff were approved by the
Company to terminate their employment under the VSS, based on which the VSS compensation was calculated and accrued.
(ii) Starting from the completion of the Rail Merger on 2 December 2007, other merger related expenses not eligible for capitalisation have been
charged to the profit and loss account.

11 Interest and Finance Charges


in HK$ million

2007

2006

Interest expenses in respect of:


Bank loans, overdrafts and capital market instruments
wholly repayable within 5 years
Bank loans and capital market instruments
not wholly repayable within 5 years
Obligations under finance leases

1,004

1,143

498

504

15

60

Finance charges

19

25

Exchange gain

(5)

(2)

Obligations under service concession

1,580

1,685

Derivative financial instruments:


Fair value hedges

62

(19)

(2)

(18)

(3)

Cash flow hedges:


transfer from hedging reserve
ineffective portion
Derivatives not qualified for hedge accounting

Interest expenses capitalised

57

(27)

(93)

(126)

1,544

1,532

Interest income in respect of:


Deposits with banks and other financial institutions

(43)

(4)

Loan to non-controlled subsidiary and associate

(7)

(5)

Staff housing loans

(1)

(2)

Interest income from loan to a property developer

(51)

(11)

(177)

(123)

1,316

1,398

Interest expenses capitalised were calculated at the average cost of borrowings to the Group on a monthly basis. The average interest rates for each
month varied from 5.3% to 5.8% per annum during the year (2006: 5.4% to 5.6% per annum).
During the year, fair value gain on fair value hedges comprising interest rate and cross currency swaps was HK$414 million (loss in 2006: HK$204 million)
whereas the fair value loss on the underlying financial assets and liabilities being hedged was HK$476 million (gain in 2006: HK$223 million) resulting in
a net loss of HK$62 million (gain in 2006: HK$19 million).

12 Share of Profits Less Losses of Non-controlled Subsidiaries and Associates


Share of profits less losses of non-controlled subsidiaries and associates comprises:
in HK$ million
Share of profit before taxation of non-controlled subsidiaries (note 26)
Share of profit/(loss) before taxation of associates (note 28)

Share of income tax of non-controlled subsidiaries (note 26)


Share of income tax of associates (note 28)

2007

2006

125

80

(23)

128

57

(28)

(12)

(1)

99

45

2007

2006

13 Income Tax
A

Income tax in the consolidated profit and loss account represents:


in HK$ million
Current tax
overseas tax for the year
Deferred tax
origination and reversal of temporary differences on:
change in fair value of investment properties

1,402

381

utilisation of tax losses

1,608

1,197

70

(169)

3,080

1,409

3,083

1,411

others

No provision for current Hong Kong Profits Tax has been made in the consolidated profit and loss account in respect of the Company and its
subsidiaries, as the Company and its subsidiaries either have accumulated tax losses brought forward which are available for set off against current
years assessable profits or have sustained tax losses for the year ended 31 December 2007. Taxation for overseas subsidiaries is charged at the
appropriate current rates of taxation ruling in the relevant countries.
Provision for deferred tax on temporary differences arising in Hong Kong is calculated at Hong Kong Profits Tax rate at 17.5% (2006: 17.5%).

Reconciliation between tax expense and accounting profit at applicable tax rates
2007
HK$million
Profit before taxation
Notional tax on profit before taxation, calculated at the rates applicable to profits in
the tax jurisdictions concerned
Tax effect of non-deductible expenses
Tax effect of non-taxable revenue
Tax effect of unused tax losses not recognised
Actual tax expenses

2006
%

18,265
3,186

HK$million

9,169
17.4

1,584

17.3

53

0.3

27

0.3

(162)

(0.9)

(230)

(2.5)

0.0

30

0.3

3,083

16.8

1,411

15.4

MTR Corporation Annual Report 2007

152 | 153

Notes to the Accounts

14 Profit Attributable to Equity Shareholders


The consolidated profit attributable to equity shareholders includes a profit of HK$14,883 million (2006: HK$7,717 million) which has been dealt with in
the accounts of the Company.

15 Dividends
During the year, dividends paid and proposed to equity shareholders of the Company comprised:
in HK$ million

2007

2006

782

774

1,740

1,554

2,522

2,328

1,554

1,535

Dividends paid and payable in respect of 2007


Interim dividend of 14 cents (2006: 14 cents) per share
Final dividend proposed after the balance sheet date of 31 cents (2006: 28 cents) per share

Dividend in respect of 2006


Final dividend of 28 cents (2005: 28 cents) per share approved and paid in 2007
The final dividend proposed after the balance sheet date has not been recognised as a liability at the balance sheet date.
During the year, scrip dividend elections were offered to all shareholders except shareholders with registered addresses in the United States of America
or any of its territories or possessions. The Companys majority shareholder, The Financial Secretary Incorporated (FSI), had elected to receive part of
its entitlement to dividends in the form of scrip to the extent necessary to ensure that the amount payable in cash would not exceed 50% of the total
dividend payable. Details of dividends paid to the FSI are disclosed in note 51N. On 8 November 2006, the FSI agreed to extend the scrip dividend
arrangement for another three financial years until the financial year ending 31 December 2009.

16 Earnings Per Share


A

Basic earnings per share

The calculation of basic earnings per share is based on the profit for the year attributable to equity shareholders of HK$15,180 million (2006: HK$7,759
million) and the weighted average number of ordinary shares of 5,573,736,592 in issue during the year (2006: 5,510,345,238), calculated as follows:

Issued ordinary shares at 1 January


Effect of scrip dividends issued
Effect of share options exercised
Weighted average number of ordinary shares at 31 December

2007

2006

5,548,613,951

5,481,856,439

24,065,067

25,713,468

1,057,574

2,775,331

5,573,736,592

5,510,345,238

Diluted earnings per share

The calculation of diluted earnings per share is based on the profit for the year attributable to equity shareholders of HK$15,180 million (2006: HK$7,759
million) and the weighted average number of ordinary shares of 5,578,838,104 in issue during the year (2006: 5,516,115,460) after adjusting for the
number of dilutive potential ordinary shares under the employee share option schemes, calculated as follows:

Weighted average number of ordinary shares at 31 December


Number of ordinary shares deemed to be issued for no consideration
Weighted average number of ordinary shares (diluted) at 31 December

2007

2006

5,573,736,592

5,510,345,238

5,101,512

5,770,222

5,578,838,104

5,516,115,460

16 Earnings Per Share (continued)


C Both basic and diluted earnings per share would have been HK$1.54 (2006: HK$1.08) if the calculation is based on profit from underlying
businesses attributable to equity shareholders, i.e. excluding increase in fair value of investment properties net of related deferred tax, adjusted as
follows:
in HK$ million

2007

2006

Profit attributable to equity shareholders

15,180

7,759

Increase in fair value of investment properties

(8,011)

(2,178)

Deferred tax on change in fair value of investment properties (note 13A)

1,402

381

Profit from underlying businesses attributable to equity shareholders

8,571

5,962

17 Segmental Information
Segmental information is presented in accordance with the Groups business segments, which comprise the following:
Railway operations: The operation of an urban mass transit railway system within Hong Kong and an Airport Express serving both the Hong Kong
International Airport and the AsiaWorld-Expo at Chek Lap Kok and following the Rail Merger, with effect from 2 December 2007, the KCR system
consisting of KCR Lines (comprising the East Rail excluding Cross-boundary Service, West Rail and Ma On Shan lines), Cross-boundary Service, Light Rail,
Bus and Intercity passenger services.
Station commercial and rail related businesses: Commercial activities including letting of advertising and retail space, bandwidth services on the railway
telecommunication system, railway consultancy services, freight and rail related subsidiaries businesses.
Property ownership, management and other businesses: Property rental, property management and, commencing from September 2006, operations
relating to Ngong Ping 360.
Property developments: Property development at locations relating to the railway system.

MTR Corporation Annual Report 2007

154 | 155

Notes to the Accounts

17 Segmental Information (continued)


The results of major business activities are summarised below:

Railway
operations

Station
commercial
and rail
related
businesses

Revenue

7,115

1,741

Operating expenses before depreciation


and amortisation

(3,215)

in HK$ million

Property
ownership, Total railway
management
operations
and other and related
Property
businesses
activities developments

Total

2007

(410)

1,834
(540)

10,690

10,690

(4,165)

(4,165)

3,900

1,331

1,294

6,525

6,525

8,304

8,304

Operating profit before depreciation and amortisation

3,900

1,331

1,294

6,525

8,304

14,829

Depreciation and amortisation

(2,545)

Profit on property developments

1,355

(73)
1,258

(68)
1,226

(2,686)
3,839

8,304

(2,686)
12,143

Unallocated corporate expenses

(666)

Merger related expenses

(193)

Operating profit before interest and finance charges

11,284

Interest and finance charges

(1,316)

Change in fair value of investment properties

8,011

8,011

Net gain on acquisition of subsidiaries

187

Share of profits less losses of non-controlled


subsidiaries and associates

99

Income tax

(3,083)

Profit for the year ended 31 December 2007

15,182

Assets
Operational assets*

75,304

1,528

39,628

Assets under construction

640

648

389

1,037

Service concession assets

15,250

15,250

15,250

40

40

40

Property management rights


Railway construction in progress

116,460

3,774 120,234

424

424

424

9,066

9,066

Deferred expenditure

825

825

825

Prepaid land lease payments

581

581

581

Investments in securities

Property development in progress

333

333

333

Properties held for sale

756

756

Loan to a property developer

3,532

3,532

93,357

1,536

39,668

134,561

Interests in non-controlled subsidiaries


Interests in associates
Unallocated assets
Total assets

17,517 152,078
268
205
3,117
155,668

17 Segmental Information (continued)

in HK$ million

Railway
operations

Station
commercial
and rail
related
businesses

Property
ownership, Total railway
management
operations
and other and related
Property
businesses
activities developments

2,764

1,034

1,128

4,926

10,685

115

13,564

1,034

1,128

Total

2007
Liabilities
Segmented liabilities
Obligations under service concession
Deferred income

1,614

6,540

10,685

10,685

115

400

515

15,726

2,014

17,740

Unallocated liabilities

46,891

Total liabilities

64,631

Other Information
Capital expenditure on:
Operational assets
Assets under construction
Investment properties
Service concession assets
Property management rights
Railway construction in progress
Property development in progress
Non-cash expenses other than depreciation
and amortisation
*

31

625

123

11

44

44

19

767

620

1,387

3,204

3,204

3,204

14,886

14,886

14,886

40

40

40

263

263

263

6,239

6,239

36

40

40

Operational assets include property, plant and equipment and other assets employed in the operations of individual business segments.

MTR Corporation Annual Report 2007

156 | 157

Notes to the Accounts

17 Segmental Information (continued)

in HK$ million

Railway
operations

Station
Property
commercial
ownership, Total railway
and rail management
operations
related
and other and related
Property
businesses
businesses
activities developments

Total

2006
Revenue

6,523

1,542

1,476

9,541

9,541

Operating expenses before depreciation


and amortisation

(3,003)

(410)

(345)

(3,758)

(3,758)

3,520

1,132

1,131

5,783

5,783

5,817

5,817

Operating profit before depreciation and amortisation

3,520

1,132

1,131

5,783

5,817

11,600

Depreciation and amortisation

(2,523)

(82)

(22)

(2,627)

(2,627)

997

1,050

1,109

3,156

5,817

8,973

Profit on property developments

Unallocated corporate expenses

(629)

Operating profit before interest and finance charges

8,344

Interest and finance charges

(1,398)

Change in fair value of investment properties

2,178

2,178

Share of profits less losses of non-controlled


subsidiaries and associates

45

Income tax

(1,411)

Profit for the year ended 31 December 2006

7,758

Assets
Operational assets *
Assets under construction
Railway construction in progress
Property development in progress
Deferred expenditure

76,097

2,503

22,971

101,571

825

102,396

1,037

63

1,109

3,796

4,905

232

232

232

3,297

3,297

395

395

395

Prepaid land lease payments

594

594

594

Investments in securities

272

272

272

Properties held for sale

2,018

2,018

Loan to a property developer

3,355

3,355

78,627

2,512

23,034

104,173

13,291

117,464

Interests in non-controlled subsidiaries

171

Interests in associates

100

Unallocated assets

2,686

Total assets

120,421

Liabilities
Segmented liabilities
Deferred income

1,988

511

711

3,210

623

3,833

120

120

1,562

1,682

2,108

511

711

3,330

2,185

5,515

Unallocated liabilities

38,120

Total liabilities

43,635

17 Segmental Information (continued)

in HK$ million

Railway
operations

Station
Property
commercial
ownership, Total railway
and rail management
operations
related
and other and related
Property
businesses
businesses
activities developments

Total

2006
Other Information
Capital expenditure on:
Operational assets
Assets under construction
Investment properties
Railway construction in progress
Property development in progress
Non-cash expenses other than depreciation
and amortisation

64

69

69

1,075

116

63

1,254

898

2,152

469

469

469

430

430

430

1,113

1,113

37

11

48

48

As substantially all of the principal operating activities of the Group were carried out in Hong Kong throughout the reporting periods, no geographical
analysis is provided.

18 Investment Properties
Movements and analysis of the Groups investment properties, all of which are held in Hong Kong and carried at fair value, are as follows:
The Group
in HK$ million

The Company

2007

2006

2007

2006

Valuation
At 1 January

22,539

19,892

22,539

19,892

Additions through Rail Merger

2,840

1,874

Transfer from assets under construction (note 19)

4,027

4,027

364

469

169

469

8,011

2,178

8,011

2,178

Other additions
Change in fair value
Transfer to self-occupied land and buildings (note 19)
At 31 December
Long leases
Medium-term leases

(58)
37,723

22,539

(58)
36,562

22,539

1,609

1,437

1,609

1,437

36,114

21,102

34,953

21,102

37,723

22,539

36,562

22,539

During 2007, phase 1 of the retail shopping centre at Union Square (Elements) was completed and the value of the shell and cost of fitting-out works,
which was carried as assets under construction in other property, plant and equipment, was transferred to investment properties.
All investment properties of the Group were revalued at open market value at 31 December 2007 by an independent firm of surveyors, Jones Lang
LaSalle Limited (2006: DTZ Debenham Tie Leung), who have among their staff Members of the Hong Kong Institute of Surveyors. The valuations are
based on a term and reversion basis, which capitalises the existing and reversionary net rental income having regard to market valuation checks on
comparable sale and yields. The net increase in fair value of HK$8,011 million (2006: HK$2,178 million) arising from the revaluation has been credited to
the profit and loss account.
The groups future minimum lease receipts in respect of investment properties under non-cancellable operating leases are disclosed together with
those in respect of other properties under note 19D.

MTR Corporation Annual Report 2007

158 | 159

Notes to the Accounts

19 Other Property, Plant and Equipment


The Group

in HK$ million

Self-occupied
land and
buildings

Civil works

Plant and Assets under


equipment construction

Total

Cost or Valuation
At 1 January 2007

1,989

46,544

57,767

4,905

111,205

Additions

44

1,387

1,431

Capitalisation adjustments *

(42)

(49)

(91)

(4)

(371)

Disposals/Write-offs
Surplus on revaluation (note 46)

193

(375)

193

Reclassification

(61)

61

Transfer from deferred expenditure (note 24)

59

44

103

Transfer from/(to) investment properties (note 18)

58

SkyPlaza Platform Project commissioned (note 22)

71

Other assets commissioned


At 31 December 2007
At Cost

(4,027)

(3,969)
71

34

1,238

(1,272)

2,240

46,471

58,820

1,037

108,568

46,471

58,820

1,037

106,328

2,240

2,240

At 1 January 2007

3,864

22,937

26,801

Charge for the year

52

387

2,279

2,718

At 31 December 2007 Valuation


Aggregate depreciation

Capitalisation adjustments *

(1)

(3)

(4)

Written back on disposal

(2)

(337)

(339)

(52)

(52)

Reclassification

Written back on revaluation (note 46)

(12)

12

At 31 December 2007

4,236

24,888

29,124

2,240

42,235

33,932

1,037

79,444

Net book value at 31 December 2007


Cost or Valuation
At 1 January 2006

1,705

46,188

56,339

3,661

107,893

Additions

69

2,152

2,221

Disposals/Write-offs

(20)

(370)

(2)

(392)

Surplus on revaluation (note 46)

284

284

Tung Chung Cable Car Project commissioned (note 22)

375

824

1,199

Other assets commissioned

905

(906)

1,989

46,544

57,767

4,905

111,205

46,544

57,767

4,905

109,216

1,989

1,989

At 1 January 2006

3,492

21,018

24,510

Charge for the year

45

380

2,249

2,674

(8)

(330)

(338)

(45)

(45)

3,864

22,937

26,801

1,989

42,680

34,830

4,905

84,404

At 31 December 2006
At Cost
At 31 December 2006 Valuation
Aggregate depreciation

Written back on disposal


Written back on revaluation (note 46)
At 31 December 2006
Net book value at 31 December 2006
*

Capitalisation adjustments relate to certain railway assets capitalised at time of commissioning based on contractors claimed values. Such assets final values have been
adjusted downward following finalisation of contract claims with contractors at lower final contract values during the year.

Depreciation charge for the year was HK$2,714 million (2006: HK$2,674 million), comprising depreciation for the year of HK$2,718 million
(2006: HK$2,674 million) less capitalisation adjustments of HK$4 million (2006: nil).

19 Other Property, Plant and Equipment (continued)


The Company

in HK$ million

Self-occupied
land and
buildings

Civil works

Plant and Assets under


equipment construction

Total

Cost or Valuation
At 1 January 2007

1,989

46,544

57,195

4,832

110,560

Additions

39

1,346

1,385

Capitalisation adjustments *

(42)

(43)

(85)

(4)

(371)

Disposals/Write-offs
Surplus on revaluation (note 46)

193

(375)

193

Reclassification

(61)

61

Transfer from deferred expenditure (note 24)

59

44

103

Transfer from/(to) investment properties (note 18)

58

SkyPlaza Platform Project commissioned (note 22)

71

Other assets commissioned


At 31 December 2007
At Cost

(4,027)

(3,969)

71

34

1,132

(1,166)

2,240

46,471

58,143

1,029

107,883

46,471

58,143

1,029

105,643

2,240

2,240

At 1 January 2007

3,864

22,440

26,304

Charge for the year

52

387

2,262

2,701

At 31 December 2007 Valuation


Aggregate depreciation

Capitalisation adjustments *

(1)

(3)

(4)

Written back on disposal

(2)

(334)

(336)

(52)

(52)

Reclassification

Written back on revaluation (note 46)

(12)

12

At 31 December 2007

4,236

24,377

28,613

2,240

42,235

33,766

1,029

79,270

Net book value at 31 December 2007


Cost or Valuation
At 1 January 2006

1,705

46,188

55,676

3,637

107,206

Additions

65

2,069

2,134

Disposals/Write-offs

(20)

(241)

(2)

(263)

Surplus on revaluation (note 46)

284

284

Tung Chung Cable Car Project commissioned (note 22)

375

824

1,199

Other assets commissioned

871

(872)

1,989

46,544

57,195

4,832

110,560

46,544

57,195

4,832

108,571

1,989

1,989

At 1 January 2006

3,492

20,428

23,920

Charge for the year

45

380

2,216

2,641

(8)

(204)

(212)

(45)

(45)

3,864

22,440

26,304

1,989

42,680

34,755

4,832

84,256

At 31 December 2006
At Cost
At 31 December 2006 Valuation
Aggregate depreciation

Written back on disposal


Written back on revaluation (note 46)
At 31 December 2006
Net book value at 31 December 2006
*

Capitalisation adjustments relate to certain railway assets capitalised at time of commissioning based on contractors claimed values. Such assets final values have been
adjusted downward following finalisation of contract claims with contractors at lower final contract values during the year.

Depreciation charge for the year was HK$2,697 million (2006: HK$2,641 million), comprising depreciation for the year of HK$2,701 million (2006:
HK$2,641 million) less capitalisation adjustments of HK$4 million (2006: nil).

MTR Corporation Annual Report 2007

160 | 161

Notes to the Accounts

19 Other Property, Plant and Equipment (continued)


All of the Groups self-occupied land and buildings are held in Hong Kong under medium-term leases and carried at fair value.

All self-occupied land and buildings were revalued at open market value on an existing use basis at 31 December 2007 by an independent firm of
surveyors, Jones Lang LaSalle Limited (2006: DTZ Debenham Tie Leung), who have among their staff Members of the Hong Kong Institute of Surveyors.
The valuation resulted in a revaluation surplus of HK$245 million (2006: HK$329 million), which net of deferred tax of HK$43 million (2006: HK$58 million)
(note 44B), has been transferred to the fixed asset revaluation reserve account (note 46).
The carrying amount of the self-occupied land and buildings at 31 December 2007 would have been HK$928 million (2006: HK$892 million) had the
land and buildings been stated at cost less accumulated depreciation.

Assets under construction include a partially renovated shell of the retail shopping centre at Union Square, Kowloon Station and its car parking
spaces received by the Company as a sharing in kind from the development. During 2007, phase 1 of the shopping centre (Elements) was completed
and transferred to investment properties (note 18). The properties under construction are stated at cost, which is deemed to be the fair value upon
receipt (note 2K(ix)) determined by reference to an open market valuation undertaken by an independent firm of surveyors, Jones Lang LaSalle Limited,
who have among their staff Members of the Hong Kong Institute of Surveyors.

In addition to the self-occupied land and buildings treated as being held under finance leases in note 19A above, the Group has the following
assets held under agreements which are treated as finance leases:
The Group and The Company
Civil works
Eastern Harbour Crossing
in HK$ million

2007

2006

Cost

1,254

1,254

Less: Aggregate depreciation

326

307

Net book value

928

947

In 1986, the Company entered into a Management Agreement (the 1986 Agreement) with New Hong Kong Tunnel Company Limited (NHKTC) to
operate the Eastern Harbour Crossing (EHC) until February 2008. Included in the assets held under the 1986 Agreement are railway and ancillary works
relating to the rail tunnel.
At the expiry of the 1986 Agreement, title to the assets will, pursuant to the Eastern Harbour Crossing Ordinance, be vested in the Government which
in turn entered into a Memorandum of Understanding dated 17 October 1986 with the Company to the effect that the assets will be vested in the
Company on terms to be agreed between the Company and the Government. On 30 June 2000, the Company entered into a further agreement with
the Government pursuant to which the relevant assets will be vested by the Government into the Company in 2008 for a nominal consideration and the
Company agreed to indemnify the Government for certain amounts which are expected to be nominal. On this basis, the semi-annual payments made
by the Company to NHKTC in respect of the EHC are dealt with in these accounts as payments under a finance lease.
The Group has made its final lease payment under the 1986 Agreement to NHKTC during the year. On 5 February 2008, the Company entered into a
new Operating Agreement with NHKTC whereby both companies agreed to share the future costs of maintenance, care, upkeep and repair of certain
common facilities and utilities of the EHC assets; and the Company to carry out repair, maintenance and upkeep of the railway and assets solely for
purpose of rail use in respect of the EHC following expiry of the 1986 Agreement.

The Group leases out investment properties and station kiosks, including duty free shops, under operating leases. The leases typically run for an
initial period of one to ten years, with an option to renew the lease after that date at which time all terms will be renegotiated. Lease payments are
usually adjusted annually to reflect market rentals. Certain leases above carry additional rental based on turnover, some of which are with reference to
thresholds. Lease incentives granted are amortised in the profit and loss account as an integral part of the net lease payment receivable.
The gross carrying amounts of investment properties of the Group and the Company held for use in operating leases were HK$37,723 million (2006:
HK$22,539 million). The gross carrying amounts of station kiosks held for use in operating leases were HK$482 million (2006: HK$439 million) and the
related accumulated depreciation charges were HK$127 million (2006: HK$108 million).

19 Other Property, Plant and Equipment (continued)


The Groups total future minimum lease receipts under non-cancellable operating leases are receivable as follows:
The Group and The Company
in HK$ million

2007

2006

Within 1 year
After 1 year but within 5 years
Later than 5 years

3,024
6,355
181

1,350
1,875
161

9,560

3,386

As at 31 December 2007, HK$4,493 million of the future minimum lease receipts under non-cancellable operating leases was in connection with
investment properties, duty free shops and station kiosks pursuant to the Rail Merger.

In March 2003, the Group entered into a series of structured transactions with unrelated third parties to lease out and lease back certain of its
passenger cars (Lease Transaction) involving a total original cost of HK$2,562 million and a total net book value of HK$1,674 million as at 31 March
2003. Under the Lease Transaction, the Group has leased the assets to institutional investors in the United States (the Investors), who have prepaid all
the rentals in relation to the lease agreement. Simultaneously, the Group has leased the assets back from the Investors based on terms ranging from
21 to 29 years with an obligation to pay rentals in accordance with a pre-determined payment schedule. The Group has an option to purchase the
Investors leasehold interest in the assets at the expiry of the lease term for fixed amounts. Part of the rental prepayments received from the Investors
has been invested in debt securities to meet the Groups rental obligations and the amount payable for exercising the purchase option under the Lease
Transaction. The Group has an obligation to replace these debt securities with other debt securities in the event those securities do not meet certain
credit ratings requirements. In addition, the Group has provided standby letters of credit to the Investors to cover additional amounts payable by the
Group in the event the transactions are terminated prior to the expiry of the lease terms.
The Group retains legal title to the assets and there are no restrictions on the Groups ability to utilise these assets in the operation of the railway
business.
As a result of the Lease Transaction, the Group received total cash of approximately HK$3,688 million and committed to long-term lease payments with
an estimated net present value in March 2003 of approximately HK$3,533 million, which have been defeased by purchase of debt securities to meet the
payment obligations. The Group received in 2003 the cash amount of HK$141 million net of costs from the Lease Transaction.
As the Group is not able to control the investment account in pursuit of its own objectives and its obligations to pay the lease payments are funded by
the proceeds of the above investments, those liabilities and investments in debt securities are not recognised in March 2003 as obligations and assets of
the Group. The net amount of cash received by the Group has been accounted for as deferred income.

20 Service Concession Assets


Service concession assets are in respect of the Companys right to access, use and operate the KCRC system pursuant to the Rail Merger.
The Group and The Company
in HK$ million
2007
Cost
At 1 January 2007
Additions through the Rail Merger
Upfront payment *
Principal element of fixed annual payments (note 42)
Others (note 3B)
Additions during the year
Transfer from deferred expenditure (note 24)
At 31 December 2007

Total

3,924
10,687
226

389

31
18

3,924
10,687
257
18
389

15,226

49

15,275

Accumulated amortisation
At 1 January 2007
Charge for the year

25

25

At 31 December 2007

25

25

15,201

49

15,250

Net book value at 31 December 2007


*

Initial concession Additional concession


property
property

Upfront payment for service concession is represented by payment on the Appointed Day, amounting to HK$4,250 million, net of stores and spares of HK$326 million acquired.

MTR Corporation Annual Report 2007

162 | 163

Notes to the Accounts

21 Property Management Rights


The Group and The Company
in HK$ million

2007

2006

Addition through the Rail Merger

40

At 31 December

40

At 1 January

Charge for the year

At 31 December

40

Cost
At 1 January

Accumulated amortisation

Net book value at 31 December

22 Railway Construction in Progress


The Group and The Company

in HK$ million

Balance at
1 Jan

Capitalised on
commissioning
Expenditure
(note 19)

Transfer to
stores and
spares

Balance at
31 Dec

2007
Tseung Kwan O South Project
Construction costs

117

197

314

Consultancy fees

10

11

Staff costs and other expenses

43

38

81

13

18

175

249

424

Construction costs

40

10

(50)

Staff costs and other expenses

14

(18)

(3)

57

14

(71)

232

263

(71)

424

Finance costs

SkyPlaza Platform Project

Finance costs

Total

22 Railway Construction in Progress (continued)


The Group and The Company (continued)

in HK$ million

Balance at
1 Jan

Capitalised on
commissioning
Expenditure
(note 19)

Transfer to
stores and
spares

Balance at
31 Dec

2006
Tseung Kwan O South Project
Construction costs
Consultancy fees
Staff costs and other expenses
Finance costs

18

99

117

10

16

27

43

43

132

175

755

193

(943)

(5)

Tung Chung Cable Car Project


Construction costs
Consultancy fees

51

24

(75)

Staff costs and other expenses

79

15

(94)

Finance costs

48

39

(87)

933

271

(1,199)

(5)

SkyPlaza Platform Project


Construction costs

24

16

40

Staff costs and other expenses

14

Finance costs

30

27

57

1,006

430

(1,199)

(5)

232

Total

Tseung Kwan O South Project

The construction of future railway stations along the Tseung Kwan O Line is covered by the Project Agreement with the Government signed on 4
November 1998.
The projects target completion is in 2009. The capital cost for the project based on the defined scope of works and programme is estimated at
approximately HK$1 billion.
At 31 December 2007, the Company had incurred expenditure of HK$424 million (excluding HK$2 million spares capitalised in other property,
plant and equipment) on the project (2006: HK$175 million) and had authorised outstanding commitments on contracts totalling HK$147 million
(2006: HK$321 million) related to the project.

SkyPlaza Platform Project

The Project Agreement between Airport Authority and the Company for the design, construction, financing and operation of the SkyPlaza Platform
Project was signed on 18 July 2005.
The project was completed and started to serve the public on 28 February 2007. Negotiation on the final accounts with various contractors is being
performed. It is anticipated that the total cost estimate of the project will be approximately HK$0.1 billion.

Kowloon Southern Link (KSL) Project

After the Rail Merger, the construction of KSL remains a responsibility of KCRC who continues to fund the relating construction costs. Pursuant to the KSL
Project Management Agreement, the Company acts as a project management agent to KCRC in connection with the KSL under certain circumstances
in return for a project management fee plus incentive payment if the construction of KSL is completed ahead of time and under budget. Expenditure
incurred by the Company for the project management is charged to the profit and loss account while the project management fee is recognised as
revenue in accordance with the Companys accounting policy on revenue recognition of contracts. In 2007, HK$24 million of project management fee
was recognised as income in the profit and loss account. KSL will form part of the service concession on opening for service which is scheduled in 2009.

MTR Corporation Annual Report 2007

164 | 165

Notes to the Accounts

23 Property Development in Progress


Under the Airport Railway Agreement related to the construction of the Airport Railway, the Government had granted to the Company development
rights on the land (Land Grant) over the five station sites along the railway at market value for property development. In preparing the sites for
development, the Company incurs costs related to foundation and site enabling works and expects the costs to be reimbursed by property developers
in the form of up-front cash payments when development packages are awarded. In accordance with the development agreements entered into with
property developers, the developers are also responsible for the balance of the development costs.
Notwithstanding having entered into the development agreements with the developers, the Company being the grantee of the land remains primarily
responsible for the fulfilment of all the conditions and obligations in the Land Grant. Such conditions and obligations include the type and quantity of
the developments that must be built, public facilities to be provided, and the completion date of the project.
Costs of foundation, site enabling works and land costs incurred by the Company are capitalised as property development in progress and payments
received from developers are credited to property development in progress to offset costs incurred in respect of the same development. In cases where
payments received from developers exceed the related expenditure incurred by the Company, such excess is recorded as deferred income (note 23B(i)).
In these cases, any subsequent expenditure incurred by the Company in respect of that development will be charged against deferred income. Deferred
income is to be recognised as profits of the Company at the appropriate time after charging any remaining costs related to foundation and site enabling
works, and after taking into account the outstanding risks and obligations retained by the Company relating to each development. Until such time as
deferred income is recognised as profit, it is recorded as a liability of the Company in recognition of the Companys obligations under the Land Grant.
The Tseung Kwan O Extension (TKE) Project Agreement entered into in 1998 between the then Secretary for Transport, for and on behalf of the
Government, and the Company in respect of the construction of the Tseung Kwan O Extension provides the Company with the right to undertake
property developments at four station and depot sites along the Tseung Kwan O Line (Tseung Kwan O Extension Property Projects) under separate
land grant agreements. The basis of accounting for development costs incurred by the Company and payment related thereto is consistent with that for
the property developments along the Airport Railway.
In addition, the Company acquired property development rights on eight development sites, comprising three awarded and five not yet awarded sites
along the East Rail Line, Kowloon Southern Link and Light Rail (ERL/KSL/LR Property Projects), from KCRC pursuant to the Rail Merger (note 3A).

Property Development in Progress

The Group and The Company

in HK$ million

Balance at
1 Jan

Expenditure

Offset against
payments
received from
developers
(note 23B(i))

Transfer out
on project
completion

Balance at
31 Dec

2007
Airport Railway Property Projects
Tseung Kwan O Extension Property Projects
ERL/KSL/LR Property Projects

139

(139)

3,297

288

(278)

3,307

5,812

(53)

5,759

3,297

6,239

(470)

9,066

2006
Airport Railway Property Projects
Tseung Kwan O Extension Property Projects

106

(106)

2,756

1,007

(452)

(14)

3,297

2,756

1,113

(558)

(14)

3,297

Tseung Kwan O Extension Projects includes capitalised interest of HK$768 million (2006: HK$768 million) in connection with the Companys interest-free
loan of HK$4,000 million extended to the developer of Package 2, Tseung Kwan O Area 86 property development project in 2006 (note 35). ERL/KSL/LR
Property Projects include the acquisition cost for the property development rights for eight development sites from KCRC of HK$4,910 million and
mandatory payments of HK$875 million (note 3B).

23 Property Development in Progress (continued)


B

Deferred Income on Property Development

The Group and The Company


in HK$ million

2007

2006

321

1,120

79

442

400

1,562

Deferred income on property development comprises:


Up-front payments received from developers (note 23B(i))
Sharing in kind (note 23B(ii))

(i)

Deferred Income on Up-front Payments

The Group and The Company

in HK$ million

Balance at
1 Jan

Payments
Offset against
received development in
from
progress
developers
(note 23A)

Amount
recognised
as profit
(note 8)

Balance at
31 Dec

2007
Airport Railway Property Projects

1,120

120

(139)

Tseung Kwan O Extension Property Projects

359

(278)

(861)

240
81

ERL/KSL/LR Property Projects

53

(53)

1,120

532

(470)

(861)

321

2,419

20

(106)

(1,213)

1,120

42

410

(452)

2,461

430

(558)

(1,213)

1,120

2006
Airport Railway Property Projects
Tseung Kwan O Extension Property Projects

(ii)

Deferred Income on Sharing in Kind

Under the property development agreement in respect of an Airport Railway development package, the Company received during 2004 certain
portions of the shell of a retail centre at Union Square, Kowloon Station and its car parking spaces. Part of the property development profit is deferred as
the Company has an obligation under the development agreement to complete the fitting-out works. On this basis, movements of the deferred income
on this sharing in kind during the year are set out below:
The Group and The Company
in HK$ million

2007

2006

Balance as at 1 January

442

997

Less: Amount recognised as profit (note 8)

(363)

(555)

79

442

Balance as at 31 December

MTR Corporation Annual Report 2007

166 | 167

Notes to the Accounts

23 Property Development in Progress (continued)


C

Stakeholding Funds

As stakeholder under certain Airport Railway and Tseung Kwan O Extension Property Projects, the Company receives and manages deposit monies and
sales proceeds in respect of sales of properties under those developments. These monies are placed in separate designated bank accounts and, together
with any interest earned, will be released to the developers for the reimbursement of costs of the respective developments in accordance with the terms
and conditions of the Government Consent Schemes and development agreements. Any balance remaining will only be released for distribution after
all obligations relating to the developments have been met. Accordingly, the balances of the stakeholding funds and the corresponding bank balances
have not been included in the Groups and the Companys balance sheets. Movements in stakeholding funds during the year were as follows:
The Group and The Company
in HK$ million

2007

Balance as at 1 January

2006

6,860

3,478

Stakeholding funds received

19,439

22,843

Add: Interest earned thereon

260

176

26,559

26,497

(21,295)

(19,637)

5,264

6,860

5,262

6,858

5,264

6,860

Disbursements during the year


Balance as at 31 December
Represented by :
Balances in designated bank accounts as at 31 December
Retention receivable

West Rail Property Developments

As part of the Rail Merger, the Company was appointed to act as the agent of KCRC and certain KCRC subsidiary companies (West Rail Subsidiaries)
in the development of specified development sites along the West Rail. The Company will receive an agency fee of 0.75% of the gross sale proceeds
in respect of the unawarded West Rail development sites and 10% of the net profits accrued to the West Rail Subsidiary under the development
agreement in respect of an awarded West Rail development site. The Company will also recover from the West Rail Subsidiaries all the costs incurred in
respect of the West Rail development sites plus 16.5% on-cost, together with interest accrued thereon. In 2007, the reimbursable costs incurred by the
Company including on-cost and interest accrued was HK$1 million.

24 Deferred Expenditure
The Group

Balance at
1 Jan

Expenditure
during the
year

Merger expenditure

170

322

Expenditure on proposed capital projects

395

430

565

752

in HK$ million

Transfer
to other
property,
plant and
equipment
(note 19)

Transfer
to service
concession
assets
(note 20)

Balance at
31 Dec

2007
(103)

(103)

(389)

(389)

825
825

2006
Merger expenditure
Expenditure on proposed capital projects

72

98

170

209

186

395

281

284

565

24 Deferred Expenditure (continued)


The Company
Transfer
to other
property,
plant and
equipment
(note 19)

Transfer
to service
concession
assets
(note 20)

Balance at
1 Jan

Expenditure
during the
year

Merger expenditure

170

322

Expenditure on proposed capital projects

113

42

283

364

Merger expenditure

72

98

170

Expenditure on proposed capital projects

43

70

113

115

168

283

in HK$ million

Balance at
31 Dec

2007
(103)

(389)

(103)

(389)

155
155

2006

Merger expenditure comprised external consultancy, incremental direct staff costs and expenses in relation to the Rail Merger. The expenditure was
capitalised as other property, plant and equipment or service concession asset according to the nature of the expenses on the Appointed Day.
The expenditure incurred on the proposed capital projects for the year mainly relates to design works for the Shenzhen Metro Line 4 Project in China,
the West Island Line and South Island Line (East) Projects in Hong Kong.

25 Prepaid Land Lease Payments


The Group and The Company
in HK$ million

2007

2006

732

732

732

732

138

124

13

14

151

138

581

594

Cost
At 1 January
Addition
At 31 December
Accumulated amortisation
At 1 January
Charge for the year
At 31 December
Net book value at 31 December

The above prepaid land lease payments, all of which relate to land held for railway depots in Hong Kong, is analysed as follows:

The Group and The Company


in HK$ million

2007

2006

long leases

154

157

medium-term leases

427

437

581

594

At net book value

B The lease of the land on which the civil works, plant and equipment are situated for the operation of the railway was granted to the Company
under a running line lease for the period up to 29 June 2050 which can be extended for further periods of 50 years at nominal payment (note 51C).
Under the terms of the lease, the Company undertakes to keep and maintain all the leased areas, including underground and overhead structures, at
its own cost. With respect to parts of the railway situated in structures where access is shared with other users, such as the Lantau Fixed Crossing, the
Companys obligation for maintenance is limited to the railway only. All maintenance costs incurred under the terms of the lease have been dealt with
as railway operating costs in the profit and loss account.

MTR Corporation Annual Report 2007

168 | 169

Notes to the Accounts

26 Interests in Non-controlled Subsidiaries


The Group
in HK$ million
Unlisted shares, at cost
Share of net assets

The Company

2007

2006

2007

2006

24

24

268

171

268

171

24

24

The following list contains the particulars of all major non-controlled subsidiaries of the Group:
Proportion of ownership interest

Issued and
paid up ordinary
share capital

Groups
effective
interest

Held by the
Company

Held by
subsidiary

Place of
incorporation
and operation

Principal activities

Octopus Holdings Limited

HK$42,000,000

57.4%

57.4%

Hong Kong

Investment holding

Octopus Cards Limited

HK$42,000,000

57.4%

100%

Hong Kong

Operate a contactless
smartcard common
payment system in
Hong Kong

Octopus Connect Limited

HK$2

57.4%

100%

Hong Kong

Customer relationship
management service

Octopus Investments Limited

HK$2

57.4%

100%

Hong Kong

Investment holding

Octopus Knowledge Limited

HK$2

57.4%

100%

Hong Kong

Marketing and
management of
overseas automatic
fare collection
consultancy projects

Octopus Netherlands Limited

HK$1

57.4%

100%

Hong Kong

Consultancy services
on introducing a
smartcard system in
the Netherlands

Octopus Rewards Limited

HK$1

57.4%

100%

Hong Kong

Develop and
operate a common
loyalty scheme

Octopus Solutions Limited

HK$2

57.4%

100%

Hong Kong

Project management

Octopus Systems Limited

HK$2

57.4%

100%

Hong Kong

Project management

MOP10,000

57.4%

100%

Macau

Promote the
contactless common
payment system
in Macau

EUR18,000

57.4%

100%

Netherlands

Project management
on introducing a
smartcard system in the
Netherlands

Name of company

Octopus Cards Macau Limited

Octopus Cards (NL) B.V.

In June 1994, the Company entered into an agreement with four local transport companies, Kowloon-Canton Railway Corporation, The Kowloon
Motor Bus Company (1933) Limited (subsequently replaced by KMB Public Bus Services Holdings Limited), Citybus Limited and The Hongkong and
Yaumati Ferry Co., Limited (subsequently replaced by New World First Bus Services Limited and New World First Ferry Services Limited), to incorporate
a company, Creative Star Limited, now Octopus Cards Limited (OCL), to undertake the development and operation of the Octopus contactless smart
card ticketing system, which was initially used by the shareholding transport companies. Although the Company currently holds a 57.4% interest in the
issued shares of OCL, its appointees to the Board of Directors of OCL are limited to 49% of the voting rights at board meetings. The shareholders have
agreed to provide the necessary funding to OCL for its operations and for the development of the Octopus system.

26 Interests in Non-controlled Subsidiaries (continued)


On 20 April 2000, OCL received approval from The Hong Kong Monetary Authority (HKMA) to become a deposit-taking company (DTC) for purposes
of extending the use of Octopus cards to a wider range of services, including those that are non-transport related. Prior to becoming a DTC, the Octopus
card was exempted from the definition of multi-purpose card under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) on the basis that
its use was restricted to transport related services only.
On 17 January 2001, the Company entered into a new Shareholders Agreement with the other shareholders of OCL. Under this agreement, the
Company disposed of a shareholding interest of 10.4% in OCL to certain other shareholders of OCL for a consideration of HK$16 million, together with a
deferred consideration to be received in the event of OCL subsequently becoming a stock exchange listed company.
On 21 October 2005, the Company and the other shareholders of OCL entered into a number of agreements to adjust the arrangements relating to OCL,
in order to make the non-payment businesses of OCL into new, separate subsidiaries independent of the payment business of OCL that is regulated by
the HKMA. Accordingly, a new holding company, Octopus Holdings Limited (OHL), has been set up to hold the entire issued share capital of each of
these new companies as well as OCL. The Companys effective interest in OHL and its subsidiaries is 57.4%.
At the same time, the shareholders of OHL made a loan in aggregate amounting to HK$150 million to OHL pursuant to a Subordinated Loan Agreement,
with each shareholder lending an amount in proportion to its shareholding in OHL. The Company has therefore lent HK$86 million to OHL (or 57.4% of
the total amount of the loan). The loan is for a term of five years and is unsecured, the rights of the lenders are subordinated in all respects to the rights
of the other unsubordinated creditors of OHL in respect of all other unsubordinated liabilities, and interest on the loan is payable at a rate of 5.5%
per annum.
During the year ended 31 December 2007, a total amount of HK$62 million (2006: HK$56 million) was paid by the Company to OCL in respect of the
central clearing services provided by OCL to the Company. During the same period, load agent fees and fees for handling Octopus card issuance and
refund amounting to HK$9 million (2006: HK$9 million) and HK$6 million (2006: HK$5 million) respectively were received from OCL in respect of services
and facilities provided by the Company at various MTR stations. In addition, interest income of HK$5 million (2006: HK$5 million) was received from OHL
in respect of the subordinated loan provided by the Company to OHL in 2005.
During the year, service fees amounting to HK$2 million (2006: HK$2 million) were also received from OCL in respect of rental of computer equipment
and services and warehouse storage space payable to the Company under a service agreement.
The condensed consolidated profit and loss account and the balance sheet for OHL are shown below:

Consolidated Profit and Loss Account


Year ended 31 December
in HK$ million

2007
(Audited)

2006
(Audited)

465

382

53

23

518

405

(101)

(99)

(60)

(54)

Other expenses

(152)

(97)

Operating profit before depreciation

205

155

Depreciation

(63)

(70)

Operating profit before interest and finance charges

142

85

Net interest income

76

55

Profit before taxation

218

140

Income tax

(49)

(22)

Profit for the year

169

118

Groups share of profit before taxation (note 12)

125

80

Groups share of income tax (note 12)

(28)

(12)

Turnover
Other operating income

Staff costs
Load agent fees and bank charges for add value services

MTR Corporation Annual Report 2007

170 | 171

Notes to the Accounts

26 Interests in Non-controlled Subsidiaries (continued)


Consolidated Balance Sheet
at 31 December
in HK$ million

2007
(Audited)

2006
(Audited)

Fixed assets

126

156

Investments

Assets

1,746

1,521

Cash at banks and on hand

424

314

Other assets

170

190

2,466

2,181

(1,574)

(1,446)

(21)

(65)

(405)

(373)

(2,000)

(1,884)

Liabilities
Card floats and card deposits due to cardholders
Amounts due to related parties
Other liabilities

Net assets

466

297

42

42

424

255

466

297

268

171

in HK$ million

2007

2006

Unlisted shares, at cost

1,153

187

Less: Impairment losses

1,150

184

Equity
Share capital
Retained profits

Groups share of net assets

27 Investments in Subsidiaries
The Company

27 Investments in Subsidiaries (continued)


A Investments in subsidiaries include HK$24 million (2006: HK$24 million) in respect of investments in non-controlled subsidiaries, the relevant
details of which are disclosed in note 26. The following list contains details of controlled subsidiaries as defined under note 2C as at 31 December 2007,
which have been consolidated into the Groups accounts.
Proportion of ownership interest
Issued and paid
up ordinary/
registered share
capital

Groups
effective
interest

Held by the
Company

Held by
subsidiary

Place of
incorporation
and operation

Principal activities

HK$10,000

100%

100%

Hong Kong

Investment holding

MTR (Estates Management) Limited *

HK$1,000

100%

100%

Hong Kong

Investment holding and


property management

MTR (Shanghai Project Management) Limited

HK$1,000

100%

100%

Hong Kong

Railway consultancy
services, property
investment and
development

HK$1

100%

100%

Hong Kong

Investment holding

MTR China Consultancy Company Limited

HK$1,000

100%

100%

Hong Kong

Railway consultancy
services

MTR China Property Limited

HK$1,000

100%

100%

Hong Kong

Property management

MTR Engineering Services Limited

HK$1,000

100%

100%

Hong Kong

Engineering services

MTR Property Agency Co. Limited

HK$2

100%

100%

Hong Kong

Property agency

HK$2,800,000

100%

100%

Hong Kong

Provide rail transport


training

MTR Shenzhen Investment Holding Limited

HK$400,000

100%

100%

Hong Kong

Investment holding

MTR Telecommunication Company Limited

HK$100,000,000

100%

100%

Hong Kong

Radio communication
services

HK$2,500,000

100%

100%

Hong Kong

Travel services

HK$2

100%

100%

Hong Kong

Global railway supply and


sourcing services

HK$15,000,000

100%

100%

Hong Kong

Fixed telecommunication
network services

Hong Kong Cable Car Limited *

HK$1,000

100%

100%

Hong Kong

Dormant

Lantau Cable Car Limited *

HK$1,000

100%

100%

Hong Kong

Dormant

MTR (Shanghai Metro Management) Limited *

HK$1,000

100%

100%

Hong Kong

Dormant

US$1

100%

100%

British Virgin
Islands

Investment holding

HK$77,500,000

100%

100%

Bermuda

Insurance underwriting

US$1,000

100%

100%

Cayman Islands/
Hong Kong

Finance

US$1

100%

100%

Cayman Islands/
Hong Kong

Finance

US$150,000

70%

70%

The Peoples
Republic of
China

Property management

HK$93,000,000

100%

100%

The Peoples
Republic of
China

Property management

Name of company
Subsidiaries held throughout 2007
Glory Goal Limited

MTR Beijing Line 4 Investment Company Limited

MTR Rail Transport Training (International)


Company Limited

MTR Travel Limited


Rail Sourcing Solutions (International) Limited

TraxComm Limited

Candiman Limited *

Fasttrack Insurance Ltd.


MTR Corporation (C.I.) Limited

MTR Finance Lease (001) Limited *

Chongqing Premier Property Management Co. Ltd. *


(Incorporated)

MTR (Beijing) Commercial Facilities


Management Co. Ltd. (Incorporated)

MTR Corporation Annual Report 2007

172 | 173

Notes to the Accounts

27 Investments in Subsidiaries (continued)


Proportion of ownership interest
Issued and paid
up ordinary/
registered share
capital

Groups
effective
interest

Held by the
Company

Held by
subsidiary

MTR (Beijing) Property Services Co. Limited *


(Incorporated)

RMB3,000,000

100%

100%

The Peoples
Republic of
China

Property management

MTR Consultancy (Beijing) Co. Ltd. (Incorporated)

HK$1,000,000

100%

100%

The Peoples
Republic of
China

Railway consultancy
services, marketing and
promotion

MTR Consulting (Shenzhen) Co. Ltd. (Incorporated)

HK$1,000,000

100%

100%

The Peoples
Republic of
China

Railway consultancy
services

HK$250,000,000

100%

100%

The Peoples
Republic of
China

Conduct early-stage
preparatory work
for Shenzhen Metro
Line 4 project

HK$15,000,000

60%

60%

The Peoples
Republic of
China

Railway construction
management and
development

GBP29

100%

100%

United Kingdom

Investment holding

MTR Corporation (No.2) Limited

GBP1

100%

100%

United Kingdom

Investment holding

MTR Corporation (Silverlink) Limited

GBP1

100%

100%

United Kingdom

Investment holding

MTR Corporation (SWT) Limited

GBP1

100%

100%

United Kingdom

Investment holding

GBP29

100%

100%

United Kingdom

Investment holding

GBP1

100%

100%

United Kingdom

Railway supply and


sourcing services

Hanford Garden Property Management


Company Limited

HK$10,000

100%

100%

Hong Kong

Property management

Pierhead Garden Management Company Limited

HK$50,000

100%

100%

Hong Kong

Property management

Royal Ascot Management Company Limited

HK$50,000

100%

100%

Hong Kong

Property management

Sun Tuen Mun Centre Management


Company Limited

HK$50,000

100%

100%

Hong Kong

Property management

HK$1,000

100%

100%

Hong Kong

Telecommunication

HK$2

100%

100%

Hong Kong

Operation of cable car


system and the Ngong
Ping Theme Village

RMB2,000,000

100%

100%

The Peoples
Republic of
China

Provide rail
transport training

Name of company

MTR Corporation (Shenzhen) Limited (Incorporated)

Shanghai Hong Kong Metro Construction


Management Co. Ltd. (Incorporated)

MTR Corporation (IKF) Limited

MTR Corporation (UK) Limited


Rail Sourcing Solutions (UK) Limited *

Place of
incorporation
and operation

Principal activities

Subsidiaries acquired during 2007 pursuant


to the Rail Merger

V-Connect Limited
Other subsidiary acquired/established during 2007
Ngong Ping 360 Limited

MTR Corporation (Shenzhen) Training Centre *


(Incorporated)

Subsidiaries not audited by KPMG. The financial statements of the subsidiaries not audited by KPMG reflect total net assets and total turnover constituting less than 1% of
the respective consolidated totals.

27 Investments in Subsidiaries (continued)


B

Purchase of Subsidiary Companies


Fair value of assets and liabilities acquired
Other
property,
Investment
plant and Other net Net assets
properties
equipment
assets acquired

in HK$ million

Cash
Gain/
consideration
(loss) on
paid acquisition

Principal subsidiaries acquired from KCRC pursuant to


the Merger Transaction:
Hanford Garden Property Management Company
Limited

130

130

110

20

Pierhead Garden Management Company Limited

770

770

637

133

Sun Tuen Mun Centre Management Company


Limited

261

261

219

42

10

(8)

1,161

1,163

976

187

Other subsidiaries acquired

The contribution to the Groups revenue and profit after tax from these subsidiaries is not significant for the year ended 31 December 2007.

28 Interests in Associates
The Group
in HK$ million
Share of net assets

2007

2006

205

100

The Group and the Company had interests in the following associates as at 31 December 2007:
Proportion of ownership interest
Issued and paid up
ordinary/registered
share capital

Groups
effective
interest

Held by the
Company

RMB1,380,000,000

49%

49%

London Overground Rail Operations Ltd


(previously known as MTR Laing
Metro Limited)*

GBP2

50%

50%

South Western Railway Limited

GBP2

Name of company
Beijing MTR Corporation
Limited (Incorporated)

50%

Place of
Held by incorporation and
subsidiary
operation

50%

Principal
activities

The Peoples
Railway
Republic
construction,
of China management and
development
United Kingdom

Railway
management

United Kingdom

Bidding vehicle

Companies not audited by KPMG.

During the year, Great South Eastern Railway Limited and MTR Laing Railway Company Limited, joint venture companies established for bidding of the
Integrated Kent Franchise and the Thameslink/Great Northern Franchise in United Kingdom in which the Group held 29% and 50% interest respectively,
were dissolved following unsuccessful bidding of the franchises.
The registered share capital of Beijing MTR Corporation Limited is RMB1,380 million of which 49% (RMB676 million) is to be contributed by the Group.
During the year ended 31 December 2007, the Group has made a further equity contribution of HK$103 million making a cumulative equity
contribution of HK$203 million as at 31 December 2007.

MTR Corporation Annual Report 2007

174 | 175

Notes to the Accounts

28 Interests in Associates (continued)


The summary financial information of the Groups effective interests in associates is as follows:
in HK$ million

2007

2006

Non-current assets

692

185

Current assets

147

Non-current liabilities

(40)

(25)

Current liabilities

(594)

(105)

Net assets

205

61

Income

118

Expenses

(115)

(23)

Profit/(loss) before taxation

(23)

Income tax

(1)

Net profit/(loss) for the year

(23)

2007

2006

50

35

283

237

333

272

2007

2006

29 Investments in Securities
Investments in securities represent debt securities held by an overseas insurance underwriting subsidiary comprising:
The Group
in HK$ million
Trading securities listed overseas, at fair value
maturing within 1 year
maturing after 1 year

30 Staff Housing Loans


The Group and The Company
in HK$ million
Balance at 1 January

25

34

Redemption

(7)

(5)

Repayment

(3)

(4)

Balance at 31 December

15

25

2007

2006

The Group and The Company


in HK$ million
Amounts receivable:
within 1 year
after 1 year

12

21

15

25

The MTR Staff Housing Loan Scheme, a Company financed scheme, was introduced in 1997 to replace, on a phased basis, the previous arrangements
whereby interest subsidies were paid by the Company to eligible employees. All housing loans granted to employees carry interest either at the
prevailing Best Lending Rate less 1.75% per annum or at the Companys Average Cost of Borrowings plus 0.75% per annum, and are secured by
mortgages over the relevant properties.
The Company considers that the nominal value of housing loans is not significantly different from their fair values.

31 Properties Held for Sale


The Group and The Company
in HK$ million

2007

2006

at cost

649

876

at net realisable value

107

1,142

756

2,018

Properties held for sale

Properties held for sale at 31 December 2007 comprised mainly residential units, retail and car parking spaces at the Olympic Station, Kowloon
Station and Tung Chung Station along the Airport Railway, as well as Hang Hau Station, Tiu Keng Leng Station, Tseung Kwan O Area 55b and Area
57a developments along the Tseung Kwan O Line. They represent either properties received by the Company as sharing in kind or as part of the profit
distribution upon completion of the development and the attributable interest in unsold units of shared surplus developments for which occupation
permits have been issued. The properties are stated in the balance sheet at the lower of cost, which is deemed to be their fair value upon initial
recognition as determined by reference to an independent open market valuation at the date of receipt (notes 2K(vi) and (viii)), and their net realisable
value at the balance sheet date. Net realisable value represents the estimated selling price less costs to be incurred in selling the properties. The net
realisable values as at 31 December 2007 and 2006 are determined by reference to an open market valuation of the properties as at those dates,
undertaken by independent firms of surveyors, Jones Lang LaSalle Limited and DTZ Debenham Tie Leung respectively, who have among their staff
Members of the Hong Kong Institute of Surveyors.
Properties held for sale at net realisable value are stated net of provision of HK$12 million (2006: HK$49 million), made in order to state these properties
at the lower of their cost and estimated net realisable value.

MTR Corporation Annual Report 2007

176 | 177

Notes to the Accounts

32 Derivative Financial Assets and Liabilities


A

Fair Value

The contracted notional amounts, fair values and maturities based on contractual undiscounted cash flows of derivative financial instruments
outstanding are as follows:
The Group and The Company
Notional
amount

Fair value

in HK$ million

Contractual undiscounted cash flow maturing in


Less than 1 year

1-2 years

2-5 years

Over 5 years

Total

inflow

outflow

(7)

(7)

684

103

794

(669)

(6)

(102)

(777)

inflow

266

269

outflow

(262)

(3)

(265)

2007
Derivative Financial Assets
Gross settled:
Foreign exchange forwards
fair value hedges :

cash flow hedges :

777

15

inflow
outflow
not qualified for hedge accounting :

265

Cross currency swaps


fair value hedges :

2,012

70

inflow

175

2,034

40

2,249

outflow

(120)

(1,985)

(31)

(2,136)

Net settled:
Interest rate swaps
fair value hedges

4,698

184

34

59

93

43

229

cash flow hedges

300

8,059

273

109

109

103

43

364

593

inflow

591

591

outflow

(593)

(593)

Derivative Financial Liabilities


Gross settled:
Foreign exchange forwards
cash flow hedges :

Cross currency swaps


fair value hedges :

14,480

142

inflow

182

3,982

4,822

5,789

14,775

outflow

(145)

(3,983)

(4,884)

(5,969)

(14,981)

Net settled:
Interest rate swaps
cash flow hedges
not qualified for hedge accounting

Total

2,242

49

(15)

(18)

(16)

(2)

(51)

100

17,415

192

22

(21)

(78)

25,474

(182)

(259)

32 Derivative Financial Assets and Liabilities (continued)


A

Fair Value (continued)


Notional
amount

Fair value

in HK$ million

Contractual undiscounted cash flow maturing in


Less than 1 year

1-2 years

2-5 years

Over 5 years

Total

2006
Derivative Financial Assets
Gross settled:
Foreign exchange forwards
cash flow hedges :

418

inflow

230

185

423

outflow

(226)

(184)

(8)

(418)

inflow

644

654

outflow

(641)

(7)

(2)

(650)

inflow

173

171

2,043

2,387

outflow

(128)

(128)

(2,020)

(2,276)

not qualified for hedge accounting :

650

Cross currency swaps


fair value hedges :

2,032

53

Net settled:
Interest rate swaps
fair value hedges
cash flow hedges
not qualified for hedge accounting

3,373

128

26

26

39

85

176

400

1,000

7,873

195

83

72

63

85

303

Derivative Financial Liabilities


Gross settled:
Foreign exchange forwards
cash flow hedges :
inflow

outflow

(9)

(9)

inflow

outflow

(1)

(1)

not qualified for hedge accounting :

Cross currency swaps


fair value hedges :

14,480

458

inflow

203

188

8,656

5,722

14,769

outflow

(160)

(160)

(8,838)

(6,030)

(15,188)

Net settled:
Interest rate swaps
fair value hedges

150

26

(10)

(5)

(9)

(9)

(33)

cash flow hedges

2,242

24

(7)

(7)

(7)

(3)

(24)

not qualified for hedge accounting

1,908

(7)

(7)

18,790

515

18

16

(198)

(320)

(484)

Total

26,663

MTR Corporation Annual Report 2007

178 | 179

Notes to the Accounts

32 Derivative Financial Assets and Liabilities (continued)


A

Fair Value (continued)

The discounted cash flow method, which discounts the future contractual cash flows at the current market interest and foreign exchange rates that are
available to the Group for similar financial instruments, is the main valuation technique used to determine the fair value of the Groups borrowings and
derivative financial instruments such as interest rate swaps and cross currency swaps. The fair value of forward foreign exchange contracts is determined
using forward exchange market rates at the balance sheet date.
The Groups derivative financial instruments consist predominantly of interest rate and cross currency swaps, and the relevant interest rate swap
curves as of 31 December 2007 and 2006 were used to discount financial instruments. For Hong Kong dollars, interest rates used ranged from 2.945%
to 4.122% (2006: 3.904% to 4.185%), U.S dollars from 3.832% to 5.161% (2006: 5.062% to 5.431%) and Euro from 4.097% to 4.982% (2006: 3.721% to
4.348%).
The table above details the remaining contractual maturities at the balance sheet date of the Groups and the Companys derivative financial liabilities
and assets, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based
on rates current at the balance sheet date) and the earliest date the Group and the Company can be required to pay.

Financial Risks

The Groups operating activities and financing activities expose it to three main types of financial risks, namely interest rate risk, foreign exchange risk
and credit risk. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Groups financial performance. The Group uses derivative financial instruments to hedge its exposure to interest rate and foreign
exchange risks. These instruments are employed solely for hedging and not for trading or speculation purposes.
Risk management is carried out under policies approved by the Board of Directors. The Board provides written principles for overall risk management,
as well as written policies covering specific areas, such as liquidity risk, interest rate risk, foreign exchange risk, credit risk, concentration risk, use of
derivative financial instruments and non-derivative financial instruments, and investing excess liquidity. The Board regularly reviews these polices and
authorises changes if necessary based on operating and market conditions and other relevant factors.
(i)

Liquidity Risk

Liquidity risk refers to the risk that funds will not be available to meet liabilities as they fall due, and it results from timing and amount mismatches of
cash inflow and outflow. The Group adopts a prudent approach to managing liquidity risk by maintaining sufficient cash balances and an adequate
amount of committed banking facilities at all times to provide forward coverage of all of its funding needs including working capital, debt refinancing,
dividend payments, capital expenditures and new investments for a set minimum period of time of between 6 to 15 months.
The following table details the remaining contractual maturities at the balance sheet date of the Groups and the Companys non-derivative financial
liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based
on rates current at the balance sheet date) and the earliest date the Group and the Company can be required to pay:
The Group
2007

2006

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

Amounts repayable beyond 5 years

11,221

Amounts repayable within


a period of between 2 and 5 years

6,676

11,563

Amounts repayable within


a period of between 1 and 2 years

7,903

542

Amounts repayable within 1 year

2,339

1,042

28,139

13,147

in HK$ million

Total

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

Total

11,221

11,662

614

12,276

18,239

13,808

2,299

16,107

8,445

2,324

2,194

4,518

3,381

1,376

1,399

150

2,925

41,286

29,170

6,506

150

35,826

Long-term loans and obligations


under finance leases

32 Derivative Financial Assets and Liabilities (continued)


B

Financial Risks (continued)

The Company
2007

2006

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

Amounts repayable beyond 5 years

657

Amounts repayable within


a period of between 2 and 5 years

5,071

Amounts repayable within


a period of between 1 and 2 years

in HK$ million

Total

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

Total

657

675

614

1,289

11,563

16,634

11,268

2,299

13,567

6,404

542

6,946

814

2,194

3,008

825

721

1,546

825

1,399

150

2,374

12,957

12,826

25,783

13,582

6,506

150

20,238

Long-term loans and obligations


under finance leases

Amounts repayable within 1 year

(ii)

Interest Rate Risk

The Groups interest rate risk arises from borrowings. Borrowings issued at fixed rates expose the Group to fair value interest rate risk whilst borrowings
based on floating rates expose the Group to cash flow interest rate risk. The Group manages its exposure to interest rate risk by using mostly interest
rate swaps.
(iii) Foreign Exchange Risk
Foreign exchange risk arises when recognised assets and liabilities are denominated in a currency that is not the Groups functional currency.
The Group manages its exposure to the foreign exchange risk by using mostly cross currency swaps and forward foreign exchange contracts.
(iv) Credit Risk
Credit risk refers to the risk that a counterparty will be unable to pay amounts in full when due. For the Group, this arises mainly from the deposits it
maintains and the derivative financial instruments that it has entered into with various banks and counterparties. To limit its exposure to credit risk,
the Group places deposits and enters into derivative financial instruments only with financial institutions with acceptable credit ratings. For derivative
financial instruments, the Group further quantifies and monitors its credit exposure by estimating the current fair market values and the potential
change in fair market values of these instruments based on the value-at-risk concept. The Group also applies set-off and netting arrangements to
reduce its counterparty credit exposure.
The maximum exposure to credit risk of the Group at the reporting date with respect to derivative financial assets and bank deposits is represented
respectively by its carrying amount of the derivative financial assets and aggregate amount of deposit on its balance sheet.
(v)

Concentration Risk

The Group has no significant concentrations of credit risk with respect to the aggregate value of transactions it has entered into with various banks and
counterparties. To reduce concentration risk, the Group assigns to each deposit-taking bank a credit rating based limit in accordance with credit policy
approved by the Board. Pursuant to this policy, the Group also assigns mark-to-market limits to all its counterparties, and monitors the current and
potential exposures due to derivative financial instruments against these limits.

MTR Corporation Annual Report 2007

180 | 181

Notes to the Accounts

33 Stores and Spares


The Group
in HK$ million

2007

The Company
2006

2007

2006

Stores and spares expected to be consumed:


within 1 year

347

156

345

156

after 1 year

315

124

315

124

662

280

660

280

20

20

642

272

640

272

Less: Provision for obsolete stock

Included in stores and spares as at 31 December 2007 are items acquired from KCRC, amounting to HK$326 million, upon the Rail Merger on
2 December 2007 (note 3B).
Stores and spares expected to be consumed after 1 year comprise mainly contingency spares and stocks kept to meet cyclical maintenance
requirements.

34 Debtors, Deposits and Payments in Advance


The Group
in HK$ million

2007

The Company
2006

2007

2006

Debtors, deposits and payments in advance relate to:


Property development projects

3,774

825

3,774

825

Railway operations and others

1,393

1,069

1,283

957

5,167

1,894

5,057

1,782

The Groups credit policy in respect of receivables arising from its principal activities are as follows:
(i) Rentals, advertising and telecommunications service fees are billed monthly with due dates ranging from 7 to 50 days. Tenants of the Groups
investment properties and station kiosks are required to pay three months rental deposit upon the signing of lease agreements.
(ii) Amounts receivable under interest rate and currency swap agreements with financial institutions are due in accordance with the respective terms of
the agreements.
(iii) Consultancy services income are billed monthly and are due within 30 days.
(iv) Debtors in relation to contracts and capital works entrusted to the Group, subject to any agreed retentions, are due within 21 days upon the
certification of work in progress.
(v) Amounts receivable from property purchasers are due in accordance with terms of respective sales and purchases agreements.
Fare revenue is collected either in cash for single and two-ride tickets or through Octopus Cards with daily settlement.
The ageing analysis of debtors included above is as follows:
The Group

The Company

in HK$ million

2007

2006

2007

2006

Amounts not yet due

4,201

1,157

4,211

1,145

Overdue by 30 days

172

102

145

96

Overdue by 60 days

19

18

13

17

Overdue by 90 days

14

Overdue by more than 90 days

55

150

48

143

4,461

1,433

4,426

1,405

Deposits and payments in advance

Total debtors

552

342

477

258

Prepaid pension costs

154

119

154

119

5,167

1,894

5,057

1,782

34 Debtors, Deposits and Payments in Advance (continued)


Amounts not yet due includes HK$3,731 million (2006: HK$689 million) relating to property development which are due according to the forms of sales
and purchases agreements and HK$400 million (2006: HK$478 million) receivable from certain stakeholding funds (note 23C) awaiting finalisation of the
respective development accounts.
As at 31 December 2007, all debtors, deposits and payments in advance were expected to be recovered within one year except for HK$139 million
(2006: HK$160 million) included in the amounts relating to deposits and receivables in respect of railway operations and others, which were expected to
be recovered between one to three years. The nominal values less impairment losses for bad and doubtful debts are not discounted as it is considered
that the effect of discounting would not be significant.
Included in debtors, deposits and payments in advance are the following amounts denominated in a currency other than the functional currency of the
entity to which they relate:
The Group
in $ million
Euro
New Taiwan dollar
Pound sterling

The Company

2007

2006

2007

2006

20

37

20

37

Renminbi

41

United States dollar

24

25

24

24

Won

35 Loan to a Property Developer


The Group and The Company
2007
in HK$ million
Interest-free loan to a property developer

2006

Nominal
amount

Carrying
amount

Nominal
amount

Carrying
amount

4,000

3,532

4,000

3,355

The loan was provided to the developer of Package 2, Tseung Kwan O Area 86 property development project under the terms of the development
agreement. The loan is interest-free and guaranteed by the developers ultimate holding company and is repayable on completion of the respective
phases of the project.

36 Amounts Due from the Government and Other Related Parties


The Group
in HK$ million

The Company

2007

2006

2007

2006

34

40

34

40

22

22

22

22

261

261

Amounts due from:


the Government
the Housing Authority
KCRC
non-controlled subsidiaries
associates
other subsidiaries of the Company (net of impairment losses)

96

94

96

94

131

18

138

18

764

523

544

177

1,315

700

The amount due from the Government relates to outstanding receivables and retention, as well as provision for contract claims recoverable from the
Government, in connection with infrastructure works entrusted to the Company.
The amount due from the Housing Authority relates to site formation works entrusted to the Company by the Housing Authority in respect of the
Tseung Kwan O Extension Project.
The amount due from KCRC relates to KCRCs cost sharing in respect of the integration works for the Rail Merger, payments to the Company for the
services provided regarding the Outsourcing Agreement and KSL Project Management Agreement and certain reimbursable expenditures of KCRC
settled by the Company on KCRCs behalf.

MTR Corporation Annual Report 2007

182 | 183

Notes to the Accounts

36 Amounts Due from the Government and Other Related Parties (continued)
The amount due from non-controlled subsidiaries includes the outstanding balance of a loan to, including interest receivable from, Octopus Holdings
Limited (note 26).
The amount due from associates includes the outstanding balance of a loan, amounting to HK$62 million (GBP 4 million), to London Overground Rail
Operations Ltd (note 52H).
All contract retentions on the above entrusted works were due for release within one year. All other amounts due from the Government and other
related parties were expected to be received within 12 months.
The nominal values of amounts due from the Government and other related parties are considered not significantly different from their fair values as the
amounts due are expected to be substantially settled within 24 months.

37 Cash and Cash Equivalents


The Group
in HK$ million
Deposits with banks and other financial institutions

2007

The Company
2006

2007

2006

46

34

42

34

Cash at banks and on hand

530

276

142

93

Cash and cash equivalents in the balance sheet

576

310

184

127

Bank overdrafts (note 38B)


Cash and cash equivalents in the cash flow statement

(2)
574

(5)
305

(2)
182

(5)
122

During the year, the Group recognised deferred income and received properties in kind in respect of property development of HK$1,245 million (2006:
HK$3,833 million), which did not involve movements of cash or cash equivalents.
Included in cash and cash equivalents in the balance sheet are the following amounts denominated in a currency other than the functional currency of
the entity to which they relate:
The Group
in $ million

The Company

2007

2006

2007

2006

Euro

Pound sterling

New Taiwan dollar

38

22

38

22

197

70

Swiss franc

United States dollar

Renminbi

38 Loans and Obligations under Finance Leases


A

By Type

The Group
2007

2006

Carrying
amount

Fair value

Repayable
amount

Carrying
amount

Fair value

Repayable
amount

US dollar Global notes due 2009

5,746

6,060

5,834

5,651

6,100

5,834

US dollar Global notes due 2010

4,649

5,126

4,679

4,511

5,056

4,679

Debt issuance programme (Eurobond due 2014)

4,580

4,790

4,663

4,380

4,565

4,663

14,975

15,976

15,176

14,542

15,721

15,176

7,121

7,493

7,097

7,046

7,383

7,075

506

502

500

515

512

500

7,627

7,995

7,597

7,561

7,895

7,575

Total capital market instruments

22,602

23,971

22,773

22,103

23,616

22,751

Bank loans

in HK$ million
Capital market instruments
Listed or publicly traded:

Unlisted:
Debt issuance programme notes due 2008 to 2020
HK dollar notes due 2008

10,939

10,944

10,921

4,789

4,706

4,757

Obligations under finance leases (note 38C)

141

141

141

Loans and obligations under finance leases

33,541

34,915

33,694

27,033

28,463

27,649

507

507

507

1,114

1,114

1,114

34,050

35,424

34,203

28,152

29,582

28,768

Bank overdrafts
Short-term loans
Total

The Company
2007

2006

Carrying
amount

Fair value

Repayable
amount

Carrying
amount

Fair value

Repayable
amount

US dollar Global notes due 2009

5,746

6,060

5,834

5,651

6,100

5,834

US dollar Global notes due 2010

4,649

5,126

4,679

4,511

5,056

4,679

10,395

11,186

10,513

10,162

11,156

10,513

437

615

448

426

597

465

437

615

448

426

597

465

in HK$ million
Capital market instruments
Listed or publicly traded:

Unlisted:
Debt issuance programme notes due 2018

Total capital market instruments

10,832

11,801

10,961

10,588

11,753

10,978

Bank loans

10,939

10,944

10,921

4,789

4,706

4,757

141

141

141

21,771

22,745

21,882

15,518

16,600

15,876

Obligations under finance leases (note 38C)


Loans and obligations under finance lease
Bank overdrafts
Short-term loans
Total

186

186

186

1,114

1,114

1,114

21,959

22,933

22,070

16,637

17,719

16,995

MTR Corporation Annual Report 2007

184 | 185

Notes to the Accounts

38 Loans and Obligations under Finance Leases (continued)


A

By Type (continued)

As at 31 December 2007, the Group had available undrawn committed bank loan facilities amounting to HK$6,300 million (2006: HK$5,700 million). In
addition, the Group had a number of uncommitted facilities with undrawn amounts totalling HK$15,464 million (2006: HK$14,946 million), comprising a
debt issuance programme and short-term bank loan facilities.
The fair values are based on the discounted cash flows method which discounts the future contractual cash flows at the current market interest and
foreign exchange rates that is available to the Group for similar financial instruments.
The Groups derivative financial instruments consist predominantly of interest rate and cross currency swaps, and the Group used the relevant interest
rate swap curves as of 31 December 2007 and 2006 to discount financial instruments. For Hong Kong dollars, interest rates used ranged from 2.945% to
4.122% (2006: 3.904% to 4.185%), U.S dollars from 3.832% to 5.161% (2006: 5.062% to 5.431%) and Euro from 4.097% to 4.982% (2006: 3.721% to 4.348%).
The carrying amounts of short-term loans and overdrafts approximated their fair values.
The amounts of borrowings, denominated in a currency other than the functional currency of the entity to which they relate, before and after currency
hedging activities are as follows:
The Group
Before hedging activities
in $ million

After hedging activities

2007

2006

Euro

Pound Sterling

Renminbi
United States dollar

2007

2006

10

300

300

2,117

2,118

The Company
Before hedging activities
in $ million

2007

2006

Euro

Pound Sterling

4
1,417

United States dollar

After hedging activities


2007

2006

10

1,418

By Repayment Terms

The Group
2007

in HK$ million

Capital
market
instruments

Bank
loans and
overdrafts

10,008
4,931

2006
Obligations
under
finance
leases

Obligations
under
finance
leases

Total

Capital
market
instruments

Bank
loans and
overdrafts

10,008

10,088

600

10,688

10,611

15,542

11,663

2,092

13,755

Total

Long-term loans and obligations under


finance leases
Amounts repayable beyond 5 years
Amounts repayable within a period of
between 2 and 5 years
Amounts repayable within a period of
between 1 and 2 years

6,834

155

6,989

1,000

2,030

3,030

Amounts repayable within 1 year

1,000

155

1,155

35

141

176

22,773

10,921

33,694

22,751

4,757

141 27,649

Bank overdrafts

Short-term loans

507

507

1,114

1,114

22,773

11,430

34,203

22,751

5,876

(103)

(3)

Less: Unamortised discount/premium/


finance charges outstanding
Adjustment due to fair value change of
financial instruments
Total carrying amount of debt

(101)
(70)
22,602

(19)

(120)

37

(33)

11,448

34,050

(545)

35

22,103

5,908

141 28,768

(106)

(510)

141 28,152

38 Loans and Obligations under Finance Leases (continued)


B

By Repayment Terms (continued)

The Company
2007

2006

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

448

Amounts repayable within a period of


between 2 and 5 years

4,679

10,611

Amounts repayable within a period of


between 1 and 2 years

5,834

155

155

in HK$ million

Total

Capital
market
instruments

Bank
loans and
overdrafts

Obligations
under
finance
leases

Total

448

465

600

1,065

15,290

10,513

2,092

5,989

2,030

2,030

155

35

141

176

21,882

Long-term loans and obligations under


finance leases
Amounts repayable beyond 5 years

Amounts repayable within 1 year

12,605

10,961

10,921

10,978

4,757

Bank overdrafts

141 15,876

Short-term loans

186

186

1,114

1,114

10,961

11,109

22,070

10,978

5,876

141 16,995

Less: Unamortised discount/premium/


finance charges outstanding

(37)

(19)

(56)

(51)

(3)

(54)

Adjustment due to fair value change of


financial instruments

(92)

37

(55)

(339)

35

(304)

10,588

5,908

Total carrying amount of debt

10,832

11,127

21,959

141 16,637

The amounts repayable within 1 year in respect of long-term loans and obligations under finance leases are included in long-term loans as these
amounts are intended to be refinanced on a long-term basis.

Obligations under Finance Leases

As at 31 December 2007 and 2006, the Group and the Companys obligations under finance leases were as follows:
The Group and The Company
2007

in HK$ million
Amounts repayable within 1 year

2006

Present
value of the
minimum
lease
payments

Interest
expense
relating
to future
periods

Total
minimum
lease
payments

Present
value of the
minimum
lease
payments

Interest
expense
relating
to future
periods

Total
minimum
lease
payments

141

150

141

150

Obligations under finance lease are the Groups and the Companys commitments to make future payments to New Hong Kong Tunnel Company
Limited under the agreement for the Eastern Harbour Crossing which is treated as a finance lease (note 19C).

MTR Corporation Annual Report 2007

186 | 187

Notes to the Accounts

38 Loans and Obligations under Finance Leases (continued)


D

Bonds and Notes Issued and Redeemed

Bonds and notes issued during the year ended 31 December 2007 and 2006 comprise:
The Group
2007

in HK$ million
Debt issuance programme notes

2006

Principal
amount

Net
consideration
received

Principal
amount

Net
consideration
received

1,500

1,499

The above notes were issued by a subsidiary, MTR Corporation (C.I.) Limited. The notes issued are unconditionally and irrevocably guaranteed by the
Company; and are direct, unsecured, unconditional and unsubordinated to other unsecured and unsubordinated obligations of MTR Corporation
(C.I.) Limited. The obligations of the Company under the guarantee are direct, unsecured, unconditional, and unsubordinated to other unsecured and
unsubordinated obligations of the Company. The net proceeds received from the issues were on lent to the Company for general working capital,
refinancing or other corporate purposes.
None of the Groups unlisted debt securities was redeemed during the year ended 31 December 2007 (2006: HK$2,450 million).
None of the Groups listed debt securities was redeemed during the year ended 31 December 2007 and 2006.

Guarantees and Pledges

(i) There were no guarantees given by the Government in respect of loan facilities as at 31 December 2007 and 2006.
(ii) As at 31 December 2007, certain assets held by MTR Corporation (Shenzhen) Limited, an indirect wholly owned subsidiary of the Company, in the
Mainland of China were pledged as security for a RMB400 million short-term bank loan facility granted to it.
Apart from the above, none of the other Groups assets was charged or subject to any encumbrance as at 31 December 2007.

Interest Rates

Outstanding amount of total borrowings, excluding obligations under finance leases, of HK$34,050 million (2006: HK$28,011 million) comprise:
The Group

2007

Fixed rate borrowings


and borrowings swapped
to fixed rates
Carrying
amount Interest rate
HK$ million
% p.a.

Variable rate borrowings


and borrowing swapped
from fixed rate
Carrying
amount Interest rate
HK$ million
% p.a.

Amounts repayable beyond 5 years

7,821

4.2 - 8.4

2,129

Amounts repayable within a period of between 2 and 5 years

4,627

4.3 - 7.5

10,882

Amounts repayable within a period of between 1 and 2 years

3,080

4.2 - 7.5

3,830

Amounts repayable within 1 year

1,528

3.1 - 5.8

153

17,056

(Note)

16,994

2.9 - 7.1

(Note)

2006
Amounts repayable beyond 5 years

7,667

4.2 - 8.4

2,711

Amounts repayable within a period of between 2 and 5 years

7,517

4.2 - 7.5

5,904

Amounts repayable within a period of between 1 and 2 years

1,207

3.1 - 5.5

1,844

557

4.9 - 5.5

604

Amounts repayable within 1 year

16,948

11,063

3.1 - 7.3

38 Loans and Obligations under Finance Leases (continued)


F

Interest Rates (continued)

The Company
Fixed rate borrowings
and borrowings swapped
to fixed rates

Variable rate borrowings


and borrowing swapped
from fixed rate

Carrying
amount
HK$ million

Interest rate
% p.a.

Carrying
amount
HK$ million

Amounts repayable beyond 5 years

1,600

4.2 - 8.4

(1,162)

Amounts repayable within a period of between 2 and 5 years

4,627

4.3 - 7.5

10,631

Amounts repayable within a period of between 1 and 2 years

3,080

5.5 - 7.5

2,830

707

3.1 - 5.5

2007

Amounts repayable within 1 year

10,014

Interest rate
% p.a.
(Note)

(354)
11,945

2.9 - 7.1

(Note)

2006
Amounts repayable beyond 5 years

1,590

4.2 - 8.4

(562)

Amounts repayable within a period of between 2 and 5 years

7,517

4.3 - 7.5

4,754

Amounts repayable within a period of between 1 and 2 years

707

3.1 - 5.5

1,329

Amounts repayable within 1 year

557

4.9 - 5.5

604

10,371

6,125

3.1 - 7.3

Note: In respect of the variable rate borrowings and borrowings swapped from fixed rate, the interest rates quoted are their contract rates as at balance sheet date subject to
repricing in less than one year.

Sensitivity Analysis

(i)

Foreign Exchange Risk

After taking into account hedging activities to reduce exposure to currency risk, the aggregate amounts of the Groups recognised assets and liabilities
denominated in a currency that is not the Groups functional currency at the reporting date as at 31 December 2006 and 2007 were considered minimal.
Accordingly, the Group did not perform any sensitivity analysis with respect to foreign exchange risk.
(ii)

Interest Rate Risk

As at 31 December 2007, it is estimated that a general increase/decrease of 200 basis points in interest rates, with all other variables held constant,
would decrease/increase the Groups profit after tax and retained profits by approximately HK$232/233 million (2006: HK$163/163 million). Other
components of consolidated equity would increase/decrease by approximately HK$133/147 million (2006: HK$161/182 million) in response to the
general increase/decrease in interest rates.
The sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the balance sheet date and had been
applied to the exposure to interest rate risk for both derivative and non-derivative financial instruments in existence at that date. The 200 basis point
increase or decrease represents managements assessment of a reasonable possible change in interest rates over the period until the next annual
balance sheet date. The analysis is performed on the same basis for 2006.

MTR Corporation Annual Report 2007

188 | 189

Notes to the Accounts

39 Creditors, Accrued Charges and Provisions


The Group
in HK$ million

2007

The Company
2006

2007

2006

Creditors, accrued charges and provisions


Airport Railway Project
Tseung Kwan O Extension Project

70

79

70

79

120

152

120

152

Property projects and management

1,766

1,263

1,665

1,263

Railway operations and others

3,400

2,089

2,945

1,709

56

56

56

56

5,412

3,639

4,856

3,259

Gross amount due to customers for contract work

The above amounts are mainly related to capital projects which are settled upon certification of work in progress and swap interest payable. The Group
has no significant balances of trade creditors resulting from its provision of transportation services.
The aggregate amount of costs incurred plus recognised profits less recognised losses, included in the gross amount due to customers for contract work
at 31 December 2007, was HK$244 million (2006: HK$179 million).
The gross amount due to customers for contract work at 31 December 2007 that is expected to be settled after more than one year is HK$56 million
(2006: HK$56 million).
The analysis of creditors included above by due dates is as follows:
The Group
in HK$ million

2007

Due within 30 days or on demand


Due after 30 days but within 60 days
Due after 60 days but within 90 days

The Company
2006

2007

2006

1,354

645

1,128

456

652

651

573

589

218

103

204

97

Due after 90 days

1,563

1,472

1,359

1,377

3,787

2,871

3,264

2,519

Rental and other refundable deposits

1,462

631

1,429

603

163

137

163

137

5,412

3,639

4,856

3,259

Accrued employee benefits


Total

Creditors, accrued charges and provisions in respect of the capital projects and other construction works include provisions for claims on completed
contracts, which were capitalised as part of the related assets. Most of these claims have been resolved and it is anticipated that, subject to unforeseen
circumstances, the remaining amount required to be paid will be sufficiently covered by the above mentioned provisions of the respective projects. The
carrying amounts of such claim provisions and their movements are not separately disclosed in view of their commercial sensitivity.
As at 31 December 2007, all creditors, accrued charges and provisions were expected to be settled within one year except for HK$920 million (2006:
HK$512 million) included in the amounts relating to railway operations and others, which were expected to be settled after one year. The amounts due
after one year are mainly rental deposits received from shop and station kiosk tenants and advance income received from telecommunication services
operators, majority of which are due to be repaid within three years. The Group considers the effect of discounting these deposits would be immaterial.
The nominal values of creditors, accrued charges and provisions are not significantly different from their fair values.
Included in creditors, accrued charges and provisions are the following amounts denominated in a currency other than the functional currency of the
entity to which they relate:
The Group
in $ million
Euro

The Company

2007

2006

2007

2006
3

39

39

New Taiwan dollar

Pound sterling

202

95

53

53

38

39

Japanese Yen

Renminbi
Swiss franc
United States dollar

40 Contract Retentions
The Group
Due for
release after
12 months

Due for
release
within 12
months

Total

Railway extension projects

34

52

86

Railway operations

98

41

139

132

93

225

Railway extension projects

19

48

67

Railway operations

34

92

126

53

140

193

Due for
release after
12 months

Due for
release
within 12
months

Total

Railway extension projects

34

24

58

Railway operations

98

41

139

132

65

197

Railway extension projects

19

46

65

Railway operations

34

92

126

53

138

191

in HK$ million
2007

2006

The Company

in HK$ million
2007

2006

The effect of discounting these contract retentions is considered immaterial as these amounts are substantially due to be released within 24 months.
Included in contract retentions are the following amounts denominated in a currency other than the functional currency of the entity to which
they relate:
The Group

The Company

in $ million

2007

2006

2007

2006

Renminbi

26

Swiss franc

MTR Corporation Annual Report 2007

190 | 191

Notes to the Accounts

41 Amounts Due to Related Parties


The followings are amounts due to the subsidiaries and other related Group companies:
The Group
in HK$ million

The Company

2007

2006

2007

2006

975

975

11,987

11,718

975

12,962

11,718

Amounts due to:


KCRC
subsidiaries

Amounts due to KCRC of HK$975 million includes mandatory payments payable to KCRC in respect of the sites subject to the property development
rights acquired in the Rail Merger and related interest and the accrued portion of the first fixed annual payment in respect of the service concession.
Amounts due to the subsidiaries of HK$10,763 million (2006: HK$11,515 million) are expected to be settled after one year.
Amounts due to the Companys subsidiaries includes HK$11,960 million (2006: HK$11,704 million) due to MTR Corporation (C.I.) Limited in respect
of proceeds from bonds and notes issued by the subsidiary, which were on-lent to the Company for its general corporate purposes with specified
repayment dates and interest rates (note 38D), and accrued interest. These amounts are stated at their fair values. The remaining balances due to
subsidiaries are non-interest bearing and have not been discounted as they do not have any fixed repayment terms and the amount is not material.

42 Obligations under Service Concession


As at 31 December 2007, the Group and the Company had the following obligations under service concession in respect of the fixed annual payments
described in note 3:
in HK$ million
Total fixed annual payments capitalised at inception
Less : Amount repaid/payable during the year
Balance as at 31 December

2007

2006

10,687

10,685

The outstanding balance as at 31 December 2007 is repayable as follows:

Present value
of fixed annual
payments

Interest
expense
relating
to future
periods

Total fixed
annual
payments

10,520

23,168

33,688

Amounts repayable within a period of between 2 and 5 years

105

2,145

2,250

Amounts repayable within a period of between 1 and 2 years

31

719

750

Amounts repayable within 1 year

29

721

750

10,685

26,753

37,438

in HK$ million
Amounts repayable beyond 5 years

43 Deferred Income
The Group and The Company
in HK$ million

2007

Deferred income on property development (note 23B)


Deferred income on lease out and lease back transaction (note 19E)
Less: Amount recognised as income

2006
400

1,562

120

126

6
115

120

515

1,682

44 Income Tax in the Balance Sheet


A Current taxation in the consolidated balance sheet comprised overseas tax liabilities in respect of consultancy services income earned offshore,
chargeable at the appropriate current tax rates of taxation ruling in the relevant countries.
B

Deferred tax assets and liabilities recognised

The components of deferred tax assets and liabilities recognised in the balance sheet and the movements during the year are as follows:
The Group
Deferred tax arising from

in HK$ million

Depreciation
allowances in
excess of related Revaluation
depreciation of properties

Provision
and other
temporary
differences

Cash flow
hedges

Tax losses

Total

2007
At 1 January 2007
Addition through subsidiary acquisition
Charged/(credited) to consolidated profit and loss
account
Charged to reserves (note 46)
At 31 December 2007

8,749

2,681

205

(2)

60

1,402

10

43

(3)

8,809

4,126

215

(5)

8,895

2,242

228

(146)

381

58

8,749

2,681

(2,181)
(2)

9,452
(2)

1,608

3,080

40

(575)

12,570

(3,378)

7,992

(23)

1,197

1,409

(7)

51

205

(2)

(2,181)

9,452

Tax losses

Total

2006
At 1 January 2006
Charged/(credited) to consolidated profit and loss
account
Charged to reserves (note 46)
At 31 December 2006

The Company
Deferred tax arising from

in HK$ million

Depreciation
allowances in
excess of related Revaluation
depreciation of properties

Provision
and other
temporary
differences

Cash flow
hedges

2007
At 1 January 2007
Charged/(credited) to profit and loss account
Charged to reserves (note 46)
At 31 December 2007

8,743

2,681

205

(2)

(2,174)

9,453

59

1,402

10

1,610

3,081

43

(3)

40

8,802

4,126

215

(5)

8,896

2,242

228

(3,360)

8,011

(153)

381

(23)

1,186

1,391

58

(7)

51

8,743

2,681

205

(2)

(2,174)

9,453

(564)

12,574

2006
At 1 January 2006
Charged/(credited) to profit and loss account
Charged to reserves (note 46)
At 31 December 2006

MTR Corporation Annual Report 2007

192 | 193

Notes to the Accounts

44 Income Tax in the Balance Sheet (continued)


B

Deferred tax assets and liabilities recognised (continued)


The Group
in HK$ million

2007

Net deferred tax asset recognised in the balance sheet


Net deferred tax liability recognised in the balance sheet

The Company
2006

(4)

2007

2006

(1)

12,574

9,453

12,574

9,453

12,570

9,452

12,574

9,453

The Group has not recognised deferred tax assets in respect of its subsidiaries cumulative tax losses of HK$217 million (2006: HK$155 million) as it
is not probable that future taxable profits against which the losses can be utilised will be available in the relevant tax jurisdictions and entities.

45 Share Capital and Capital Management


A

Share Capital, Share Premium and Capital Reserve


in HK$ million

2007

2006

6,500

6,500

Authorised:
6,500,000,000 shares of HK$1.00 each
Issued and fully paid:
5,611

5,549

Share premium

5,611,057,035 shares (2006: 5,548,613,951 shares) of HK$1.00 each

7,029

5,902

Capital reserve

27,188

27,188

39,828

38,639

Pursuant to the Articles of Association of the Company, the capital reserve can only be applied in paying up in full unissued shares to be allotted and
distributed as fully paid bonus shares to the shareholders of the Company.
Share premium represents the amount by which the issue price of shares exceeds the par value of those shares. The application of the share premium
account is governed by section 48B of the Hong Kong Companies Ordinance.
New shares issued and fully paid up during the year comprise:
Proceeds credited to
Option/
scrip price

Share
capital
account

Share
premium
account

Total

HK$

HK$ million

HK$ million

HK$ million

8.440

19

22

66,000

9.750

31,500

15.450

31,500

19.104

Issued as 2006 final scrip dividends

39,183,554

19.800

39

737

776

Issued as 2007 interim scrip dividends

20,568,030

18.970

20

370

390

62

1,127

1,189

Number of
shares

Employee share options exercised


Pre-Global Offering Share Option Scheme
New Joiners Share Option Scheme

2,562,500

62,443,084
An analysis of the Companys outstanding share options as at 31 December 2007 are disclosed in note 47.

Capital Management

The Groups primary objectives in managing capital are to safeguard its ability to continue as a going concern, and to generate sufficient profit to
maintain growth and provide an adequate return to its shareholders.
The Group manages the amount of capital in proportion to risk, and makes adjustments to its capital structure through the amount of dividend
payment to shareholders, issuance of scrip and new shares, and managing its debt portfolio in conjunction with projected financing requirement. The
Financial Secretary Incorporated of the Government of the Hong Kong SAR is the majority shareholder of the Company holding 4,301,750,382 shares as
of 31 December 2007, representing 76.67% of total equity interest in the Company.

45 Share Capital and Capital Management (continued)


B

Capital Management (continued)

The Group monitors capital on the basis of the net debt-to-equity ratio, which is calculated on net borrowings as a percentage of the total equity
attributable to shareholders of the Company where net borrowings are represented by the aggregate of loans, obligations under finance leases, bank
overdrafts and obligations under service concession net of cash and cash equivalents. The Groups net debt-to-equity ratios over the past 5 years
between 2002 and 2006 have been trending downward from nearly 60% towards 30% and rose to 49% as of 31 December 2007 due to increase in
borrowings to finance payments for the Rail Merger and the incorporation of the obligations under service concession as a component of debt.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

46 Other Reserves
The Group
Attributable to equity shareholders of the Company

in HK$ million

Fixed asset
revaluation
reserve

Hedging
reserve

Employee
share-based
capital
reserve

Exchange
reserve

Retained
profits

Total

38,128

2007
Balance as at 1 January 2007

968

(10)

17

37,148

(13)

(13)

to profit and loss account

to initial carrying amount of non-financial


hedged items

(2)

(2)

to deferred tax

2006 final dividend

(1,554)

(1,554)

2007 interim dividend

(782)

(782)

Cash flow hedges:


Effective portion of changes in fair value, net of
deferred tax
Transfer from equity

Surplus on revaluation, net of deferred tax


(notes 19 and 44)

202

202

Employee share-based payments

Exchange difference on translation of accounts of


overseas subsidiaries

25

25

Profit for the year

15,180

15,180

(25)

42

49,992

51,186

697

24

31,698

32,425

(18)

(18)

(17)
(2)

Balance as at 31 December 2007

1,170

2006
Balance as at 1 January 2006
Cash flow hedges:
Effective portion of changes in fair value, net of
deferred tax
Transfer from equity
to profit and loss account

(17)

to initial carrying amount of non-financial


hedged items

(2)

to deferred tax

2005 final dividend

(1,535)

(1,535)

2006 interim dividend

(774)

(774)

Surplus on revaluation, net of deferred tax


(notes 19 and 44)

271

271

Employee share-based payments

Exchange difference on translation of accounts of


overseas subsidiaries

13

13

Profit for the year

7,759

7,759

968

(10)

17

37,148

38,128

Balance as at 31 December 2006

MTR Corporation Annual Report 2007

194 | 195

Notes to the Accounts

46 Other Reserves (continued)


The Company

in HK$ million

Fixed asset
revaluation
reserve

Hedging
reserve

Employee
share-based
capital
reserve

Retained
profits

Total

37,765

2007
Balance as at 1 January 2007

968

(10)

36,802

(13)

(13)

to profit and loss account

to initial carrying amount of non-financial hedged items

(2)

(2)

to deferred tax

2006 final dividend

(1,554)

(1,554)

2007 interim dividend

(782)

(782)

Cash flow hedges:


Effective portion of changes in fair value, net of deferred tax
Transfer from equity

Surplus on revaluation, net of deferred tax (notes 19 and 44)

202

202

Employee sharebased payments

Profit for the year

14,883

14,883

(25)

49,349

50,501

697

24

31,394

32,117

(18)

(18)

(17)

(17)

to initial carrying amount of non-financial hedged items

(2)

(2)

to deferred tax

2005 final dividend

(1,535)

(1,535)

2006 interim dividend

(774)

(774)

Balance as at 31 December 2007

1,170

2006
Balance as at 1 January 2006
Cash flow hedges:
Effective portion of changes in fair value, net of deferred tax
Transfer from equity
to profit and loss account

Surplus on revaluation, net of deferred tax (notes 19 and 44)

271

271

Employee share-based payments

Profit for the year

7,717

7,717

968

(10)

36,802

37,765

Balance as at 31 December 2006

The fixed asset revaluation reserve was set up to deal with the surpluses or deficits arising from the revaluation of self-occupied land and buildings
(note 2F(ii)).
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges
pending subsequent recognition of the hedged cash flow in accordance with the accounting policy adopted for cash flow hedges in note 2U(ii).
The employee share-based capital reserve comprises the fair value of share options granted which are yet to be exercised, as explained in accounting
policy under note 2V(iv). The amount will either be transferred to the share premium account when the option is exercised, or be released directly to
retained profits if the option is expired or forfeited.
The exchange reserve comprises all foreign exchange differences arising from the translation of the accounts of foreign enterprises. The reserve is dealt
with in accordance with the accounting policy set out in note 2DD.
Apart from retained profits, the other reserves are not available for distribution to shareholders because they do not constitute realised profits. In
addition, the Company considers the cumulative surpluses on revaluation of investment properties, net of tax of HK$18,280 million (2006: HK$11,671
million) included in retained profits are non-distributable as they also do not constitute realised profits. As at 31 December 2007, the Company considers
that the total amount of reserves available for distribution to equity shareholders amounted to HK$31,069 million (2006: HK$25,131 million).
Included in the Groups retained profits as at 31 December 2007 is an amount of HK$192 million (2006: HK$93 million), being the retained profits
attributable to the non-controlled subsidiaries and associates.

47 Share-based Payments
A

Equity-settled Share-based Payments

The Group granted equity-settled share options to its Members of the Executive Directorate and certain employees under three share option schemes
namely, the Pre-Global Offering Share Option Scheme, the New Joiners Share Option Scheme and the 2007 Share Option Scheme. Details of the
schemes are as follows:
(i)

Pre-Global Offering Share Option Scheme

In connection with the Initial Public Offering (IPO) and Stock Exchange listing of the Companys shares in October 2000, a Pre-Global Offering Share
Option Scheme (Pre-IPO Option Scheme) was established. Under the Pre-IPO Option Scheme, a total of 769 employees including all the Members of
the Executive Directorate, except C K Chow, Lincoln K K Leong and Francois K K Lung who were appointed on 1 December 2003, 1 February 2002 and
26 September 2005 respectively, were granted on 20 September 2000 options to purchase an aggregate of 48,338,000 shares, representing 0.9% of the
issued share capital of the Company as at 31 December 2007. The options carry an exercise price of HK$8.44 per share, which was equivalent to 90% of
the IPO offer price of HK$9.38 per share. The options may be exercised prior to 11 September 2010, subject to the vesting provisions under the Scheme.
As of 31 December 2007, all options granted under the Pre-IPO Option Scheme have vested.
In 2007, a total of 2,562,500 previously vested share options have been exercised. The weighted average closing price in respect of the share options
exercised during the year was HK$23.12 per share. In addition, no share options lapsed as a result of the resignation of option holders during the year. As
at 31 December 2007, total options to subscribe for 5,267,000 (2006: 7,829,500) shares remained outstanding.
(ii)

New Joiners Share Option Scheme

In May 2002, the New Joiners Share Option Scheme (the New Option Scheme) was adopted at the 2002 Annual General Meeting to provide share
options to new members of the top and senior management of the Company who did not participate in the Pre-IPO Option Scheme. Under the Rules
of the New Option Scheme, a maximum of 5,056,431 shares, which represent 0.1% of the issued share capital of the Company as at 31 December 2007,
may be issued pursuant to the exercise of options granted under the New Option Scheme. Options granted will be evenly vested in respect of their
underlying shares over a period of three years from the date on which the relevant option is offered. The exercise price of any option granted under the
New Option Scheme is to be determined by the Company upon the offer of grant of the option and which should not be less than the greatest of (i) the
average closing price of an MTR share for the five business days immediately preceding the day of offer of such option; (ii) the closing price of an MTR
share on the day of offer of such option, which must be a business day; and (iii) the nominal value of an MTR share. The New Option Scheme expired on
16 May 2007 and no options could be granted under this Scheme on or after that date.
The following table summarises the outstanding share options granted under the New Option Scheme since inception:
Date of grant

1 August 2003

Number of share options

Exercise price
HK$

Exercisable period

1,245,200

9.75

on or prior to 14 July 2013

13 September 2005

94,000

15.97

on or prior to 9 September 2015

23 September 2005

213,000

15.97

on or prior to 9 September 2015

62,500

15.45

on or prior to 9 January 2016

12 January 2006
31 March 2006

94,000

18.05

on or prior to 20 March 2016

12 May 2006

266,500

20.66

on or prior to 25 April 2016

12 May 2006

213,000

21.00

on or prior to 2 May 2016

15 May 2006

213,000

20.66

on or prior to 25 April 2016

4 July 2006

94,000

18.30

on or prior to 19 June 2016

5 October 2006

94,000

19.732

on or prior to 29 September 2016

17 November 2006

62,500

19.104

on or prior to 13 November 2016

1,066,000

19.404

on or prior to 19 March 2017

22 March 2007

MTR Corporation Annual Report 2007

196 | 197

Notes to the Accounts

47 Share-based Payments (continued)


A

Equity-settled Share-based Payments (continued)

Movements in the number of share options outstanding and their related weighted average exercise prices were as follows:
2007
Number of
options

2006

Weighted
average
exercise price
HK$

Weighted
average
exercise price
HK$

Number of
options

Outstanding at 1 January

2,780,700

14.598

2,910,700

12.809

Granted during the year

1,066,000

19.404

1,256,500

19.570

Exercised during the year

(129,000)

13.426

(132,500)

9.750

(1,254,000)

15.940

Outstanding at 31 December

3,717,700

16.017

2,780,700

14.598

Exercisable at 31 December

1,775,700

12.377

1,413,700

10.200

Lapsed during the year

The weighted average closing price in respect of the share options exercised during the year was HK$22.80 (2006: HK$20.43).
Share options outstanding at 31 December 2007 had the following exercise prices and remaining contractual lives:
2007

2006

Exercise price

Number of
options

Remaining
contractual life
years

Number of
options

Remaining
contractual life
years

HK$9.75

1,245,200

5.54

1,311,200

6.53

HK$15.97

307,000

7.69

307,000

8.69

HK$15.45

62,500

8.02

94,000

9.02

HK$18.05

94,000

8.22

94,000

9.22

HK$20.66

479,500

8.32

479,500

9.32

HK$21.00

213,000

8.34

213,000

9.34

HK$18.30

94,000

8.47

94,000

9.47

HK$19.732

94,000

8.75

94,000

9.75

HK$19.104

62,500

8.87

94,000

9.87

HK$19.404

1,066,000

9.22

3,717,700

7.61

2,780,700

7.96

According to the Black-Scholes pricing model, the fair values of options granted during the year ended 31 December 2007 were as follows:
Inputs into the Black-Scholes pricing model

Date of grant

22 March 2007

Fair value
of options
granted

Share price
immediately
before grant
date

Exercise
price

Expected
volatility Expected life

HK$

HK$

HK$

years

HK$

3.79

19.32

19.404

5.00

3.96

0.42

0.21

Expected
Risk-free dividend per
interest rate
share

When computing fair values of the options granted, expected volatility was determined by calculating the historical volatility of the Groups share price
over the previous 5 years and the expected life adopted was assumed to be the fifth year after granting of the options, with expected dividends based
on historical dividends. In addition, vesting terms under the grants have been taken into account whilst no market conditions associated with the share
option grants have been considered. Changes in the subjective input assumptions could materially affect the fair value estimate.

47 Share-based Payments (continued)


A

Equity-settled Share-based Payments (continued)

(iii) 2007 Share Option Scheme


Following the expiry of the New Option Scheme in May 2007, the 2007 Share Option Scheme (the 2007 Option Scheme) was submitted and approved
at the 2007 Annual General Meeting to enhance the Companys ability to attract the best available personnel, to retain and motivate critical and key
employees, to align their interest to the long-term success of the Company and to provide them fair and market competitive remuneration. Under the
Rules of the 2007 Option Scheme, a maximum of 277,461,072 shares, which represent 5% of the issued share capital of the Company as at 7 June 2007,
may be issued pursuant to the exercise of options granted under all share option schemes of the Company including the 2007 Option Scheme. Options
granted will be vested in respect of their underlying shares not less than 1 year from the date on which the relevant option is offered. The exercise price
of any option granted under the 2007 Option Scheme is to be determined by the Company upon the offer of grant of the option and which should not
be less than the greatest of (i) the average closing price of an MTR share for the five business days immediately preceding the day of offer of such
option; (ii) the closing price of an MTR share on the day of offer of such option, which must be a business day; and (iii) the nominal value of an MTR share.
The following table summarises the outstanding share options granted under the 2007 Option Scheme since inception. In total, share options in respect
of 8,273,000 shares were offered to Members of the Executive Directorate and selected employees of the Company on 10 December 2007 and were
accepted by the employees during the period from 11 December 2007 to 7 January 2008. Under the 2007 Option Scheme, the date of grant is defined
as the date of acceptance of the offer to grant the option.
Date of grant
11 December 2007
12 December 2007
13 December 2007
14 December 2007
15 December 2007
17 December 2007
18 December 2007
19 December 2007
20 December 2007
21 December 2007
22 December 2007
24 December 2007
28 December 2007
31 December 2007
2 January 2008 *
3 January 2008 *
4 January 2008 *
7 January 2008 *
*

Number of share options Exercise price


HK$
45,000
2,730,000
1,805,000
1,005,000
435,000
835,000
445,000
115,000
190,000
45,000
35,000
118,000
35,000
130,000
75,000
40,000
65,000
125,000

27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60
27.60

Exercisable period
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014
on or prior to 10 December 2014

Options granted in January 2008 have not been accounted for in the accounts for the year ended 31 December 2007.

Movements in the number of share options outstanding and their related weighted average exercise prices were as follows:
2007
Number of
options

Weighted
average
exercise price
HK$

Granted during the year

7,968,000

27.60

Exercised during the year

Lapsed during the year

7,968,000

27.60

Outstanding at 31 December
Exercisable at 31 December

MTR Corporation Annual Report 2007

198 | 199

Notes to the Accounts

47 Share-based Payments (continued)


A

Equity-settled Share-based Payments (continued)

Share options outstanding at 31 December 2007 had the following exercise prices and remaining contractual lives:
2007
Exercise price

Number of
options

Remaining
contractual life
years

HK$27.60

7,968,000

7,968,000

According to the Black-Scholes pricing model, the fair values of options granted during the year ended 31 December 2007 were as follows:
Inputs into the Black-Scholes pricing model
Fair value
of options
granted
HK$

Share price
immediately
before grant date
HK$

Exercise
price
HK$

Risk-free
interest rate
%

Expected
dividend per
share
HK$

11 December 2007

4.65

27.60

27.60

0.22

12 December 2007

4.85

27.90

27.60

0.22

3.50

2.44

0.42

3.50

2.48

0.42

13 December 2007

4.93

28.00

27.60

14 December 2007

4.55

27.30

27.60

0.22

3.50

2.53

0.42

0.22

3.50

2.67

0.42

15 December 2007

4.61

27.35

17 December 2007

4.61

27.35

27.60

0.22

3.50

2.74

0.42

27.60

0.22

3.50

2.74

0.42

18 December 2007

4.29

19 December 2007

4.39

26.85

27.60

0.22

3.50

2.72

0.42

27.00

27.60

0.22

3.50

2.73

0.42

20 December 2007
21 December 2007

4.73

27.60

27.60

0.22

3.50

2.68

0.42

4.99

27.95

27.60

0.22

3.50

2.78

0.42

22 December 2007

5.20

28.25

27.60

0.22

3.50

2.83

0.42

24 December 2007

5.20

28.25

27.60

0.22

3.50

2.83

0.42

28 December 2007

5.09

28.05

27.60

0.22

3.50

2.90

0.42

31 December 2007

5.07

28.05

27.60

0.22

3.50

2.86

0.42

Date of grant

Expected
volatility Expected life
years

When computing fair values of the options granted, expected volatility was determined by calculating the historical volatility of the Groups share
price over the previous 3.5 years and the expected life adopted was assumed to be three and a half years after granting of the options, with expected
dividends based on historical dividends. In addition, vesting terms under the grants have been taken into account whilst no market conditions
associated with the share option grants have been considered. Changes in the subjective input assumptions could materially affect the fair value
estimate.
(iv) During the year, the equity-settled share-based payments recognised in respect of the above share option schemes were as follows:
in HK$ million

2007

2006

New Option Scheme

2007 Option Scheme

Equity-settled share-based payments in respect of:

47 Share-based Payments (continued)


B

Cash-settled Share-based Payments

(i) C K Chow did not participate in the Companys Pre-Global Offering Share Option Scheme and New Joiners Share Option Scheme. He was entitled to
receive an equivalent value in cash of 700,000 shares on completion of his initial three-year contract on 30 November 2006. Pursuant to this contract and
following the completion of the contract period, HK$13,396,600 was paid to C K Chow on 1 December 2006 (at a price of HK$19.138 per share derived
in accordance with the terms of the grant by reference to the average closing price of the Companys shares on the 20 business days immediately
preceding 30 November 2006).
(ii) C K Chow will be entitled to receive an equivalent value in cash of 418,017 shares in the Company on completion of his contract on 30 November
2009. As at 31 December 2007, an amount of HK$4.1 million (2006: HK$6.2 million) has been recorded as share-based payment expense for the year. Fair
value of the outstanding entitlement is calculated based on the closing price of the Companys shares at year-end date. As at 31 December 2007, the fair
value of these shares was HK$28.70 per share (2006: HK$19.56).
(iii) Lincoln K K Leong has a derivative interest in the Companys shares, which entitled him to receive an equivalent value in cash of 160,000 shares in the
Company on 9 April 2010. As at 31 December 2007, an amount of HK$1.1 million (2006: nil) has been recorded as share-based payment expense for the
year, measured at the same basis as described in note 47B(ii) above.

48 Retirement Schemes
The Company operates two occupational retirement schemes, the MTR Corporation Limited Retirement Scheme (the MTR Scheme) and a top-up
scheme, the MTR Corporation Limited Retention Bonus Scheme (the RBS). In addition, in accordance with the Mandatory Provident Fund (MPF)
Schemes Ordinance, the Company has set up an MPF Scheme on 1 December 2000 by participating in a master trust scheme provided by an
independent MPF service provider. Employees eligible can choose between the MTR Scheme and the MPF Scheme while temporary employees are
required to join the MPF Scheme.
Following the Rail Merger on 2 December 2007, the Group has assumed the operations of KCRCs two retirement schemes, namely the Kowloon-Canton
Railway Corporation Retirement Benefit Scheme (the KCR Scheme) which is a defined contribution scheme, and a MPF scheme (KCR MPF Scheme)
for employees who did not opt for or who were not eligible for the KCR Scheme.
The assets of these schemes are held under the terms of separate trust arrangements so that the assets are kept separate from those of the Company.

The MTR Scheme

The MTR Scheme was established under trust at the beginning of 1977. The MTR Scheme contains both defined benefit and defined contribution
elements. The MTR Scheme was registered under the Occupational Retirement Schemes Ordinance (Chapter 426 of the Laws of Hong Kong) (ORSO)
with effect from 31 October 1994. On 3 July 2000, exemption was granted by the MPF Authority to maintain the MTR Scheme and offer it as an
alternative to the MPF Scheme.
The MTR Scheme provides both a hybrid benefit section and a defined contribution benefit section, offering benefits on retirement, permanent
disability, death and leaving service to its members. The hybrid benefit section provides benefits based on the greater of a multiple of final salary and
accumulated contributions with investment returns. The defined contribution benefit section, which was implemented on 1 April 1999, is a member
choice plan which provides retirement benefits based on accumulated contributions and investment returns only. Promotees who are promoted after 1
April 1999 can choose to join either the defined contribution benefit section or to remain in the hybrid benefit section. As the hybrid benefit section was
closed to new entrants on 31 March 1999, staff joining the Company on or after 1 April 1999 who would be eligible to join the Retirement Scheme can
choose to join either the defined contribution benefit section or, commencing 1 December 2000, the MPF Scheme.
(i)

The Hybrid Benefit Section

Members contributions to the hybrid benefit section are based on a fixed percentage of basic salary. The Companys contributions are determined
by the Executive Directorate with reference to an actuarial valuation. At 31 December 2007, the total membership was 5,655 (2006: 5,749). In 2007,
members contributed HK$66 million (2006: HK$65 million) and the Company contributed HK$152 million (2006: HK$166 million) to the hybrid benefit
section. The net asset value of the hybrid benefit section as at 31 December 2007 was HK$7,929 million (2006: HK$6,906 million).
(ii)

The Defined Contribution Benefit Section

Both members and the Companys contributions to the defined contribution benefit section are based on fixed percentages of members basic salary.
As at 31 December 2007, the total membership under this section was 591 (2006: 599). In 2007, total members contributions were HK$10.8 million
(2006: HK$9.9 million) and the total contribution from the Company was HK$22.0 million (2006: HK$20.3 million). The net asset value as at 31 December
2007 was HK$188.9 million (2006: HK$141.7 million).
According to the terms of the trust deed, forfeitures were transferred to the reserve account to be utilised at the discretion of the Company.

MTR Corporation Annual Report 2007

200 | 201

Notes to the Accounts

48 Retirement Schemes (continued)


A

The MTR Scheme (continued)

(iii) Actuarial Valuations


Actuarial valuations are carried out annually in accordance with the ORSO. A full actuarial valuation of the Retirement Scheme, comprising both the
hybrid and the defined contribution benefit sections, was carried out at 31 December 2007 by Towers, Perrin, Forster & Crosby, Inc., an independent
firm of consulting actuaries, using the Attained Age Method. The principal actuarial assumptions used included a long-term rate of investment return
net of salary increases of 2.0% (2006: 2.0%) per annum, together with appropriate allowances for expected rates of mortality, turnover, redundancy and
retirement and an adjustment for salary increases expected over the short term. The actuary confirmed that, at the valuation date:
(a) the Scheme was solvent, with assets more than adequate to cover the aggregate value of members vested benefits had all members left the
Scheme; and
(b) the value of the Schemes assets was more than sufficient to cover the aggregate past service liability on the assumption that the Scheme continued
in force. The corresponding funding level was 117%.

RBS

The RBS was established under trust as of 1 January 1995. The RBS is a defined benefit scheme and applies to all employees classified by the Company as
staff working on designated projects and who are not on gratuity terms. The RBS provides for benefits to be payable only in the event of redundancy for
accrued service up to 31 December 2002. The RBS was registered under the Occupational Retirement Schemes Ordinance with effect from 1 December
1995. As at 31 December 2007, there were 322 members (2006: 358) under the RBS.
The RBS is non-contributory for members. The Companys contributions are determined by the Executive Directorate with reference to an actuarial
valuation and are charged as part of the staff costs to various projects on the basis of the amount contributed. During 2006 and 2007, the Company was
not required to make any contributions to the Scheme. The net asset value of the RBS as at 31 December 2007 was HK$12 million (2006: HK$12 million).
Actuarial valuations are carried out annually. A full actuarial valuation of the RBS was carried out at 31 December 2007 by Towers, Perrin, Forster &
Crosby, Inc. using the Attained Age Method. The principal actuarial assumptions used included an expected weighted rate of investment return net of
salary increases, of approximately -2.0% (2006: -1.25%) per annum, together with appropriate allowance for expected rates of redundancy. The actuary
confirmed that, at the valuation date:
(a) due to the nature of the RBS which provides for benefits only on redundancy, there was no aggregate vested liability, and thus the RBS was
technically solvent; and
(b) the value of the RBS assets, together with the future contributions recommended by the actuary and to be adopted by the Company, would be
sufficient to meet the liabilities of the RBS on an on-going basis.

MPF Scheme

Effective from the MPF commencement date of 1 December 2000, the Company joined The Bank Consortium MPF Plan which has been registered with
the Mandatory Provident Fund Schemes Authority and authorised by the Securities and Futures Commission. As at 31 December 2007, the total number
of employees of the Company participating in the MPF Scheme was 885 (2006: 726). In 2007, total members contributions were HK$3.9 million (2006:
HK$2.7 million) and total contribution from the Company was HK$4.5 million (2006: HK$3.0 million).

The KCR Scheme

The KCR Scheme is a defined contribution scheme which was established on 1 February 1983 under trust. The KCR Scheme was registered under the
Occupational Retirement Scheme Ordinance with effect from 16 November 1994.
All benefits payable under the KCR Scheme are calculated by reference to the employers contributions and members own contributions, based on
fixed percentages of members basic salaries, together with investment returns on these contributions.
As of 31 December 2007, the total number of employees participating in the KCR Scheme was 3,949 (2006: 4,063). Since the Appointed Day, total
contribution from the members and the Company were HK$4.5 million and HK$9.5 million respectively.

KCR MPF Scheme

The KCR MPF Scheme is operated under the Hong Kong Mandatory Provident Fund Schemes Ordinance. It is a defined contribution retirement plan
administered by independent trustees. The KCR MPF Scheme was introduced on 1 April 2000 to employees who did not opt for or who were not eligible
for the KCR Scheme.
As of 31 December 2007, the total number of employees participating in the KCR MPF Scheme was 2,578 (2006: 2,643). Since the Appointed Day, total
contribution from the members and the Company were HK$1.9 million and HK$1.9 million respectively.

49 Defined Benefit Retirement Plan Obligations


The Group makes contributions to two defined benefit plans that provide benefits for employees upon retirement or termination of services for other
reasons (note 48). The movements in respect of these defined benefit plans during the year are summarised as follows.

The amounts recognised in the balance sheets are as follows:

The Group and The Company


2007
in HK$ million

Retirement
Scheme

2006

RBS

Total

Retirement
Scheme

RBS

Total

Present value of funded obligations

(8,577)

(1)

(8,578)

(7,311)

(3)

(7,314)

Fair value of plan assets

7,929

12

7,941

6,906

12

6,918

Net unrecognised actuarial (gains)/losses

796

(5)

791

520

(5)

515

Net asset

148

154

115

119

A portion of the above asset is expected to be recovered after more than one year. However, it is not practicable to segregate this amount from the
amounts receivable in the next twelve months, as future contributions will also relate to future services rendered and future changes in actuarial
assumptions and market conditions. The Group expects to pay HK$155 million in contribution to the Retirement Scheme in 2008.

Plan assets consist of the following:

The Group and The Company


2007
in HK$ million

Retirement
Scheme

2006

RBS

Total

Retirement
Scheme

RBS

Total

Equity securities

3,696

3,696

3,623

3,623

Bonds

3,976

3,976

3,128

3,128

311

12

323

198

12

210

7,983

12

7,995

6,949

12

6,961

(43)

(43)

6,906

12

6,918

Cash

Voluntary units

(54)

7,929

12

(54)
7,941

Included in the plan assets are investments in the Companys ordinary shares and debt securities of nil (2006: HK$1 million) and HK$13 million (2006:
HK$13 million) respectively.

Movements in the present value of the defined benefit obligations

The Group and The Company


2007
in HK$ million
At 1 January
Members contributions paid to the Schemes

2006

Retirement
Scheme

RBS

Total

Retirement
Scheme

RBS

Total

7,311

7,314

5,974

5,981

66

66

65

65

Benefits paid by the Schemes

(125)

(125)

(91)

(1)

(92)

Current service cost

264

264

253

253

Interest cost

271

271

251

251

Actuarial (gains)/losses

790

(2)

788

859

(3)

856

8,578

7,311

7,314

At 31 December

8,577

MTR Corporation Annual Report 2007

202 | 203

Notes to the Accounts

49 Defined Benefit Retirement Plan Obligations (continued)


D

Movements in plan assets

The Group and The Company


2007
in HK$ million
At 1 January
Groups contributions paid to the Schemes
Members contributions paid to the Schemes
Benefits paid by the Schemes

Retirement
Scheme

RBS

Total

Retirement
Scheme

RBS

Total

6,906

12

6,918

5,899

13

5,912

152

152

166

166

66

66

65

65

(125)

(125)

(91)

(1)

(92)

Expected return on plan assets

416

416

357

357

Actuarial gains/(losses)

514

514

510

510

7,929

12

7,941

6,906

12

6,918

RBS

Total

At 31 December

2006

Expense recognised in the consolidated profit and loss account is as follows:


2007
in HK$ million

Retirement
Scheme

2006

RBS

Total

Retirement
Scheme

Current service cost

264

264

253

253

Interest cost

271

271

251

251

Expected return on plan assets

(416)

(416)

(357)

(357)

(1)

(1)

(1)

Net actuarial (gain)/loss recognised


Expense recognised
Less: Amount capitalised

(1)

119

(1)

118

147

(1)

146

20

20

24

(1)

23

99

(1)

98

123

123

The retirement expense is recognised under staff costs and related expenses in the consolidated profit and loss account.

Actual return on plan assets


in HK$ million
Retirement Scheme
RBS

2007

2006

930

867

The principal actuarial assumptions used as at 31 December 2007 (expressed as weighted average) are as follows:
2007

2006

Retirement
Scheme

RBS

Retirement
Scheme

RBS

Discount rate at 31 December

3.50%

3.00%

3.75%

3.50%

Expected rate of return on plan assets

6.00%

2.50%

6.00%

2.75%

Future salary increases

4.00%

4.50%

4.00%

4.00%

The expected long-term rate of return on plan assets have been determined after taking into account actual experience, expected investment volatility
and inflation in the long-term. Furthermore, it is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The
amount is based exclusively on historical returns, without adjustments.

49 Defined Benefit Retirement Plan Obligations (continued)


H

Historical information

The Group and The Company


Retirement Scheme
in HK$ million

2007

2006

2005

2004

2003

Present value of funded obligations

(8,577)

(7,311)

(5,974)

(5,456)

(4,277)

Fair value of plan assets

7,929

6,906

5,899

5,365

4,638

Surplus/(deficits) in the Scheme

(648)

(405)

(75)

(91)

361

Experience adjustments arising on plan liabilities - gain/(loss)

(556)

(464)

(98)

(154)

(178)

Experience adjustments arising on plan assets - gain/(loss)

514

510

119

243

560

2004

2003

RBS
in HK$ million

2007

2006

2005

Present value of funded obligations

(1)

(3)

(7)

(7)

(14)

Fair value of plan assets

12

12

13

14

14

Surplus/(deficits) in the Scheme

11

Experience adjustments arising on plan liabilities - gain/(loss)

(2)

Experience adjustments arising on plan assets - gain/(loss)

MTR Corporation Annual Report 2007

204 | 205

Notes to the Accounts

50 Interests in Jointly Controlled Operations


The Group has the following jointly controlled operations in respect of its awarded property development projects as at 31 December 2007.
Location/
Development Package

Land Use

Total Gross Floor


Area (sq.m.)

Actual or Expected Date of Completion


of Construction Works *

Hong Kong Station

Office/Retail/Hotel

415,894

Completed by phases from 1998 2005

Package One

Residential

147,547

Completed in 2000

Package Two

Residential

210,319

Completed by phases from 2002 2003

Package Three

Residential/Cross Border Bus


Terminus

105,113

Completed in 2005

Package Four

Residential

128,845

Completed in 2003

Package Five, Six and Seven

Residential/Office/Retail/Hotel/
Serviced Apartment/Kindergarten

504,350

By phases from 2006 2010

Package One

Residential/Office/Retail/Indoor
Sports Hall

309,069

Completed in 2000

Package Two

Residential/Retail/Market

268,650

Completed in 2001

Package Three

Residential/Kindergarten

104,452

Completed in 2006

Tsing Yi Station

Residential/Retail/Kindergarten

292,795

Completed in 1999

Package One

Residential/Office/Retail/Hotel/
Kindergarten

361,531

Completed by phases from 1999 2005

Package Two

Residential/Retail/Kindergarten

255,949

Completed by phases from 2002 2008

Package Three

Residential/Retail/Wet Market/
Kindergarten

413,154

By phases from 2002 2008

Hang Hau Station

Residential/Retail

142,152

Completed in 2004

Tiu Keng Leng Station

Residential/Retail

253,765

Completed by phases from 2006 2007

Area 55b

Residential/Retail

96,797

Completed in 2006

Area 57a

Residential/Retail

29,642

Completed in 2005

Area 56

Residential/Hotel/Retail/Office

163,130

2011

Package One

Residential/Retail/Residential Care
Home for the Elderly

139,840

2008

Package Two

Residential/Kindergarten

310,496

By phases from 2009 2010

Package Three

Residential/Kindergarten

129,544

2012

Choi Hung Park-and-Ride

Residential/Retail

21,538

Completed in 2005

Kowloon Station

Olympic Station

Tung Chung Station

Tseung Kwan O Station

Tseung Kwan O Area 86

Completion based on issuance of occupation permit

The Groups assets held in relation to these joint venture operations include various site foundation works and related staff and overhead costs, land
costs, acquisition cost of development rights and interest expense. These are set off against any up-front payments received from developers in
relation to that development package, and the balance is shown on the balance sheet either as property development in progress or deferred income
(note 23) as the case may be. As at 31 December 2007, total property development in progress in respect of these jointly controlled operations was
HK$1,961 million (2006: HK$2,028 million) and total deferred income was HK$400 million (2006: HK$1,562 million).
During the year ended 31 December 2007, profits of HK$8,304 million (2006: HK$5,817 million) were recognised (note 8).

51 Material Related Party Transactions


The Financial Secretary Incorporated, which holds approximately 77% of the Companys issued share capital on trust for the Government of the Hong
Kong SAR, is the majority shareholder of the Company. Transactions between the Group and Government departments, agencies or Government
controlled entities, other than those transactions such as the payment of fees, taxes, leases and rates, etc. that arise in the normal dealings between
the Government and the Group, are considered to be related party transactions pursuant to HKAS 24 Related party disclosures and are identified
separately in these accounts.
Members of the Board and Members of the Executive Directorate, and parties related to them including their close family members, are also considered
to be related parties of the Group. Transactions with these parties, except for those involving a Member of the Board or his related parties where the
relevant Member abstains from voting, are separately disclosed in the accounts.
Major related party transactions entered into by the Group in prior years which are still relevant for the current year include:

The Company entered into the Airport Railway Agreement with the Government on 5 July 1995 for the construction of the Airport Railway. In
addition to specifying the parameters for the design, construction and operation of the Tung Chung and Airport Express Lines, the Agreement also
included provisions for the granting of land to the Company for property development (note 23).

The Company entered into the TKE Project Agreement with the Government on 4 November 1998 for the design, construction, financing and
operation of the Tseung Kwan O Extension and the granting of land for commercial and residential property developments along the railway extension.

C On 30 June 2000, the Appointed Day for the purposes of the Mass Transit Railway Ordinance, the Company was granted a franchise, for an
initial period of 50 years, to operate the existing mass transit railway, and to operate and construct any extension to the railway. On the same day, the
Company entered into an Operating Agreement (OA) with the Government which detailed provisions for the design, construction, maintenance and
operation of the railway under the franchise. Pursuant to the terms of the OA, the Companys franchise will be extended for further periods of 50 years
upon satisfying certain capital expenditure requirements at no payment and without any change in the terms of the franchise. The OA also provides
that upon extension of the franchise and subject to the Governments prevailing land policy on the date on which the franchise is extended, certain
consequential amendments will be made to agreements between the Government and the Company in relation to the mass transit railway, including
the renewal of various railway running line leases and land leases at nominal cost. With effect from 2 December 2007, the OA was replaced by a new
operating agreement, details of which are set out in note 51I below.
D On 14 July 2000, the Company received a comfort letter from the Government pursuant to which Government agreed to extend the period
of certain of the Companys land interests so that they are coterminous with the Companys franchise period. In addition, on 3 August 2007, the
Government wrote to KCRC confirming that, subject to all necessary approvals being obtained, the period of certain of KCRCs land interests (which are
the subject of the service concession) will be extended so that they are coterminous with the Concession Period.
E

On 24 July 2002, the Company entered into an agreement with the Government specifying the parameters for the design, construction, financing
and operation of the Disneyland Resort Line (DRL). In connection with the financing of the DRL Project, the Government agreed to provide financial
support through the Government waivers of its entitlement to cash dividends in respect of its shareholding. Such committed financial support has been
met in 2004. The DRL was completed in June 2005 and commenced operation on 1 August 2005.

On 19 November 2003, the Company entered into a formal project agreement with the Government to develop, on a build, operate and transfer
basis, the Tung Chung Cable Car System together with a Theme Village at Ngong Ping on the Lantau Island under a franchise granted by the Government
for a period of 30 years commencing on 24 December 2003. The project was completed with operation commenced on 18 September 2006.

On 24 January 2005, the Company accepted an offer from the Government to allow the Company to proceed with the proposed development on
Site F of Tseung Kwan O Town Lot No. 70, Area 86, at an assessed land premium of HK$2,319 million together with other ancillary terms and conditions
as specified in the modification letter to be entered into between the Company and the Government. Upon award of the development package on 8
February 2005, the agreed land premium, of which one-half or HK$1,160 million was paid by the Company, was settled.

On 18 July 2005, the Company entered into a project agreement with the Airport Authority for the procurement of MTR station extension works
and related railway facilities to serve the SkyPlaza at the Hong Kong International Airport. The project was completed during the year with the facilities
opened on 28 February 2007. Details of the project are described in note 22B.
During the year, the Group has had the following material related party transactions:

In connection with the Rail Merger, the Company entered into a new operating agreement with the Government (new OA), which is based
on the existing OA referred to in note 51C. On the Appointed Day, the Companys existing franchise under the Mass Transit Railway Ordinance was
expanded to cover railways other than the existing MTR railway for an initial period of 50 years from the Appointed Day (expanded franchise). The
new OA detailed the design, construction, maintenance and operation of the railways under the expanded franchise. Pursuant to the terms of the
new OA (and the MTR Ordinance), the Companys franchise may be extended for further periods of 50 years (from the date of the extension) upon
satisfying certain capital expenditure requirements at no payment and without any change in the terms of the franchise. The new OA includes terms
relating to the Companys obligations in relation to electrical power supply, control centres, the monitoring of environmental conditions, the provision
of accommodation for the Hong Kong Police Force, the notification of certain events to the Commissioner for Transport, hours of operation and service
capacity, performance requirements, customer service pledges and safety management. The new OA also sets out a framework for the award of
new railway projects in Hong Kong and introduces a fare adjustment mechanism. A detailed description of the new OA is contained in the circular to
shareholders in respect of the Extraordinary General Meeting convened to approve the Rail Merger.

MTR Corporation Annual Report 2007

206 | 207

Notes to the Accounts

51 Material Related Party Transactions (continued)


J Other than the new OA described in note 51I above, the Company also entered into the following principal agreements with KCRC and the
Government in connection with the Rail Merger:
(i) Merger Framework Agreement, which contains provisions for the overall structure and certain specific aspects of the rail merger, including the
seamless interchange programme, corporate governance, certain employee arrangements, implementation of certain fare reductions, the payments
for property package, arrangements relating to flat production and land premium, the treatment of KCRCs cross border leases, Shatin to Central Link
arrangements and the allocation of liabilities for certain pre and post merger claims by third parties;
(ii) Service Concession Agreement, which contains provisions in relation to the grant of the right to access, use and operate the concession property
and a licence to access and use certain KCRC land; the term of the service concession; the arrangements for the redelivery of the KCRC system upon
concession expiry; the provision of ex-KCRC services by the Company to specified standards; the obligation to pay upfront and annual payments; the
legal and beneficial ownership of future concession property (Additional Concession Property); and the regime for compensation payable by KCRC
upon return of the Additional Concession Property;
(iii) Sale and Purchase Agreement, which sets out the terms pursuant to which the Company acquired certain assets and contracts from KCRC;
(iv) Kowloon Southern Link (KSL) Project Management Agreement, which sets out the terms on which the Company was appointed by KCRC to project
manage the design and construction of the KSL in return for a management fee of approximately HK$710.8 million and an incentive payment of up to
HK$110 million if the construction of the KSL is completed ahead of time and under budget. The Company itself will not construct, nor be responsible
for the costs of the KSL works. On opening of service, the KSL will form part of the service concession;
(v) West Rail Agency Agreement, which sets out the terms on which the Company was appointed to act as KCRCs agent and to exercise certain rights
and perform certain obligations relating to specified development sites along the West Rail;
(vi) US Cross Border Lease (CBL) Assumption Agreements and US CBL Allocation Agreement, which set out the terms on which the Company has
undertaken to perform, on a joint and several basis with KCRC, the obligations of KCRC under the respective CBLs; and delineates and allocates the
obligations and responsibility for risks relating to the CBLs. Details of the commitment of the Company in connection with these agreements are
specified in note 52E;
(vii) Outsourcing Agreement, which sets out the terms on which the Company is to provide certain financial and administrative services to KCRC after
the Rail Merger, in return for an annual fee of HK$19.8 million; and
(viii) Property Package Agreements, which set out the arrangements in respect of the acquisition of the property package. These arrangements include
the assignment of certain properties by KCRC to the Company, the acquisition of certain properties by the Company through its acquisition of certain
KCRC subsidiaries under the Sale and Purchase Agreement, the granting of leases on certain properties by the Government to the Company and the
relating interim arrangements before such granting is effective, the management of certain development sites by the Company in return for a fee
substantially equal to the profits from the developments, and the granting of certain potential development sites to the Company.
A detailed description of each of these documents is contained under the paragraph Connected Transactions of the Report of the Members of
the Board.
On 8 June 2007, the Legislative Council approved the Rail Merger Ordinance which came into effect on the Appointed Day. Amongst other things, the
Rail Merger Ordinance amends the KCRC Ordinance and the MTR Ordinance to provide the necessary legislative framework for the Rail Merger and the
operation by the Company of the MTRC railway, KCRC railway and certain other railways under one franchise, and enables KCRC to enter into the Service
Concession Agreement referred to in note 51J(ii) above with the Company.

K In connection with the construction of various railway projects, certain essential project works are embedded within the infrastructure works to
be undertaken by the Government or certain of its related parties. These works have been entrusted to the Government and its related parties and
are payable on an actual cost basis according to architectural certifications. The Government and certain of its related parties, on the other hand, have
entered into entrustment agreements with the Company for the construction of various other infrastructure works that are also reimbursable according
to actual costs certified. Details of the amounts paid and the amounts receivable and payable as at 31 December 2007 are provided in notes 22, 36 and
41 respectively.
L

The Company has business transactions with its non-controlled subsidiaries in the normal course of operations, details of which are disclosed in note 26.

The Group has paid remuneration to the Members of the Board and Members of the Executive Directorate. Details of these transactions are
described in note 7A. In addition, the Members of the Executive Directorate were granted share options under the Companys Pre-Global Offering Share
Option Scheme and New Joiners Share Option Scheme. Details of the terms of these directors options are disclosed in note 7B and under the paragraph
Board Members and Executive Directorates Interests in Shares of the Report of the Members of the Board. Their gross remuneration charged to the
profit and loss account is summarised as follows:
in HK$ million
Short-term employee benefits

2007

2006

50.6

44.5

Post-employment benefits

1.5

2.4

Equity compensation benefits

6.5

6.5

58.6

53.4

The above remuneration is included in staff costs and related expenses.

51 Material Related Party Transactions (continued)


N

During the year, the following dividends were paid to the Government:
in HK$ million
Cash dividends paid
Shares allotted in respect of scrip dividends

2007

2006

765

777

1,025

990

1,790

1,767

O On 6 February 2008, the Company entered into a preliminary project agreement with the Government for the undertaking of the pre-authorisation
activities of the West Island Line. Pursuant to the agreement, the Company will be paid HK$400 million to undertake the detailed design of the railway
works, carry out all necessary ground investigations, invite and assess tenders for the railway works construction contracts, and carry out ancillary and
other support services.

52 Commitments
A

Capital Commitments

(i) Outstanding capital commitments as at 31 December 2007 not provided for in the accounts were as follows:
The Group

in HK$ million

Railway
operations

Railway
Property
extension projects and
projects management

Overseas
project

Total

2007
Authorised but not yet contracted for

916

68

984

Authorised and contracted for

547

152

377

633

1,709

1,463

152

445

633

2,693

Authorised but not yet contracted for

476

428

909

Authorised and contracted for

353

325

676

72

1,426

829

325

1,104

77

2,335

Railway
Property
extension projects and
projects management

Total

2006

The Company

in HK$ million

Railway
operations

2007
Authorised but not yet contracted for

889

68

957

Authorised and contracted for

547

152

377

1,076

1,436

152

445

2,033

Authorised but not yet contracted for

476

428

904

Authorised and contracted for

353

325

676

1,354

829

325

1,104

2,258

2006

Included in the amounts authorised but not yet contracted for are costs that will not be subject to capital contracts such as staff costs, overhead
expenses and capitalised interest.

MTR Corporation Annual Report 2007

208 | 209

Notes to the Accounts

52 Commitments (continued)
A

Capital Commitments (continued)

(ii) The commitments under railway operations comprise the following:


The Group and The Company
Improvement
and
enhancement
works

Acquisition
of property,
plant and
equipment

Total

Authorised but not yet contracted for

905

11

916

Authorised and contracted for

538

547

1,443

20

1,463

Authorised but not yet contracted for

454

22

476

Authorised and contracted for

349

353

803

26

829

in HK$ million
2007

2006

Operating Lease Commitments

The Group had operating leases on office buildings, staff quarters, bus depot and a shopping centre in Beijing as at 31 December 2007. The total future
minimum lease payments under non-cancellable operating leases are payable as follows:
The Group
in HK$ million
Payable within one year
Payable after one but within five years

The Company

2007

2006

2007

2006

67

53

17

228

250

13

295

303

30

10

The above includes HK$24 million (2006: HK$2 million) in respect of the office accommodation and quarters for construction project staff, majority of
which are subject to rent reviews. The Group has the right to acquire the shopping centre in Beijing at a pre-determined price during the first five years
of the lease term, which commenced from April 2006, or release its obligation as a tenant by making a compensation to the landlord upon expiry of the
fifth year. The Group also obtained a bank guarantee of RMB 12.5 million in respect of quarterly rental payment arrangement with the landlord of the
Ginza Mall shopping centre in Beijing.

Liabilities and Commitments in Respect of Property Management Contracts

The Group has, over the years, jointly developed with outside property developers certain properties above or adjacent to railway depots and stations.
Under most of the development agreements, the Group retained the right to manage these properties after their completion. The Group, as manager of
these properties, enters into services contracts with outside contractors for the provision of security, cleaning, maintenance and other services on behalf
of the managed properties. The Group is primarily responsible for these contracts, but any contract costs incurred will be reimbursed by the owners and
tenants of the managed properties from the management funds as soon as they are paid.
As at 31 December 2007, the Group had total outstanding liabilities and contractual commitments of HK$969 million (2006: HK$773 million) in respect
of these works and services. Cash funds totalling HK$989 million (2006: HK$788 million) obtained through monthly payments of management service
charges from the managed properties are held by the Group on behalf of those properties for settlement of works and services provided.

Material Financial Guarantee Contracts

The Company provides guarantees to investors of debt securities issued by one of its subsidiaries, MTR Corporation (C.I.) Limited (note 38D), which
amounted to approximately HK$11,812 million (in notional amount) as at 31 December 2007. Proceeds from such debts issued have been on lent to the
Company. As such, the primary liabilities have already been recorded in the Companys balance sheet.
The Group provides standby letters of credit to the Investors to the Lease Transaction (note 19) to cover additional amounts payable by the Group in
the event the transactions are terminated prior to the expiry of the lease terms. As at 31 December 2007, the amount of such standby letters of credit
totalled approximately US$95 million (HK$743 million).

52 Commitments (continued)
E

US Cross Border Lease (CBL) Agreements

In connection with the Rail Merger in December 2007, the Company entered into a number of agreements (US CBL Assumption Agreements) with
respect to the CBLs that KCRC had entered into with its CBL counterparties in relation to certain of its property and equipment (CBL Property) between
1998 and 2003. Pursuant to the US CBL Assumption Agreements, the Company has undertaken to perform, on a joint and several basis with KCRC, the
obligations of KCRC under the respective CBLs.
In addition, the Company has entered into a US CBL Allocation Agreement with KCRC, whereby the rights, obligations and responsibility for risks relating
to the CBLs are delineated and allocated between the Company and KCRC. Generally, the Company is responsible for operational matters, such as repair,
maintenance and insurance of the CBL Property, and KCRC is responsible for all other obligations, including payment of periodic rents and collateral
related obligations. Despite this allocation of obligations, the Company is prima facie jointly and severally liable to the CBL counterparties for any failure
of KCRC to perform its obligations under the CBLs.
KCRC and the Government of Hong Kong have agreed to indemnify the Company for its reasonable costs incurred as a result of the due and proper
performance by the Company of its obligations under the CBLs (unless such costs would have been incurred in any event). In addition, KCRC has agreed
to indemnify the Company for losses and reasonable costs incurred arising from KCRC not complying with its obligations under the CBLs or from any
breach of KCRCs representations, covenants and agreements provided for in relation to the CBLs.
The Company has agreed to indemnify each of the Government of Hong Kong and KCRC for losses and reasonable costs incurred arising from any
breach of the Companys representations, covenants and agreements provided for in relation to the CBLs.

Service Concession

Pursuant to the Rail Merger, the Company is obliged under the Service Concession Agreement (SCA) to pay an annual fixed payment of HK$750 million
to KCRC over the period of the service concession. Additionally, commencing after three years from the Appointed Day, the Company is obliged to
pay an annual variable fee to KCRC based on the revenue generated from the KCRC system above certain thresholds. Furthermore, under the SCA, the
Company is obliged to maintain, repair, replace and/or upgrade the KCRC system over the period of the service concession which is to be returned at
the expiry of the service concession.

Investments in China

(i) Investment in Line 4 of Shenzhen Metro System (Shenzhen Line 4)


In January 2004, the Group entered into an Agreement in Principle for a Build-Operate-Transfer (BOT) project with the Shenzhen Municipal Peoples
Government (Shenzhen Government) in respect of the construction of Phase 2 of Shenzhen Line 4 of the proposed Shenzhen Metro System and the
operation of the entire line for a term of 30 years. In May 2005, the Group and the Shenzhen Government initialed the project Concession Agreement.
The project is subject to approval from the Central Government.
Shenzhen Line 4 is a 21-kilometre urban railway running from Huanggang to Longhua New Town in Shenzhen, forming the major north-south railway
corridor of the Shenzhen Special Economic Zone. Upon completion of Phase 2 of Shenzhen Line 4, both Phases 1 and 2 will be operated by the
Companys subsidiary established in Shenzhen. Total investment of the project is estimated at RMB 6.0 billion (HK$6.4 billion) which will be financed by
equity capital contributed by the Group of RMB 2.4 billion (HK$2.6 billion) and the balance by bank loans in Renminbi.
Preparatory work including design and tendering and expanded trial section work is in progress. As of 31 December 2007, costs of HK$670 million
(2006: HK$282 million) incurred for the project have been included in deferred expenditure and the Group had other contract commitments totalling
HK$633 million (2006: HK$77 million) in relation to this project. Under the Agreement in Principle and the approval document issued by Shenzhen
Development and Reform Bureau, there are certain buy-back arrangements with Shenzhen Government on the project-related costs incurred by the
Group should the project not be approved by the Central Government.
(ii) Investment in Beijing Metro Line 4 Project (Beijing Line 4)
In December 2004, an Agreement in Principle was entered into between the Group, Beijing Infrastructure Investment Co. Ltd (BIIC) and Beijing Capital
Group (BCG), both are subsidiaries of the Beijing Municipal Peoples Government, to form a public-private partnership company (PPP) for the
investment in the Beijing Line 4 project, which involves the investment, construction and operation of the line for a term of 30 years. In September 2005,
approval from the Central Government for the project was obtained. The PPP, Beijing MTR Corporation Limited, completed all registration requirements
and obtained its business license in January 2006. In April 2006, Concession Agreement with the Beijing Municipal Peoples Government was signed.
Beijing Line 4 is a 29-kilometre underground metro line running from Majialou Station to Longbeicun Station, forming a main north-south traffic artery
of Beijing. The total investment for the Beijing Line 4 project is estimated at RMB 15.3 billion (HK$16.3 billion), of which 70% will be borne by the Beijing
Municipal Peoples Government to finance mainly land acquisition and civil construction. Total investment by the PPP is RMB 4.6 billion (HK$4.9 billion),
contributing to 30% of the total investment in the project to finance mainly the electrical and mechanical systems and rolling stock. Both the Group and
BCG each owns 49% interests of the PPP whilst BIIC owns the remaining 2% interest. The PPP is to operate and responsible for maintenance of Beijing
Line 4 for a term of 30 years. The PPP has a registered capital of approximately RMB 1.4 billion (HK$1.5 billion), of which RMB 676 million (HK$722 million)
will be contributed and owned by the Group. As of 31 December 2007, the Group has made an equity contribution of HK$203 million, representing
about 30% of the registered capital committed by the Group. Apart from equity, the PPPs investment is financed by non-recourse bank loans provided
by Industrial and Commercial Bank of China and China Development Bank.
Tenders for the provision of trains and related electrical and mechanical systems are substantially completed. A total of 64 contracts have been awarded.
Equipment production is underway. As of 31 December 2007, the PPP has in respect of the contracts awarded, total contract commitments amounting
to approximately RMB 2.3 billion (HK$2.5 billion) (2006 : HK$1.9 billion).

MTR Corporation Annual Report 2007

210 | 211

Notes to the Accounts

52 Commitments (continued)
H

Investments in Europe

On 2 July 2007, London Overground Rail Operations Ltd (LOROL) (formerly known as MTR Laing Metro Limited), the 50/50 partnership between the
Group and Laing Rail Limited was awarded the concession to operate the new London Overground service in Greater London for seven years from
11 November 2007 with an option for a two year extension. London Overground is a semi-orbital route of five rail lines serving West, North and East
London and will act as a crucial link for the 2012 Olympic Games. The total London Overground route network measures 107.2 kilometres.
Under the terms of the concession agreement between LOROL and Transport for London (TfL), LOROL has provided a performance bond of GBP 15
million to TfL, which is jointly and severally indemnified by the parent companies, that is the Company and Laing Rail Limited, through parent company
guarantees. The bond may be called by TfL if the concession is terminated early as a result of default.
On 23 October 2007, the Company and Laing Rail Limited entered into a Loan Facility Agreement with LOROL. The loan facility was divided into two
parts : (i) unsecured floating rate senior debt of GBP 4 million with interest at 2.5% per annum above the published Bank of England base rate from time
to time and the final loan repayment is in 2008; and (ii) unsecured fixed rate subordinated debt of GBP 5 million with interest rate at 11% per annum and
final repayment date on the date of expiry or the earlier termination of the term of the London Rail Concession under the concession agreement. Each
lender shares 50% of the loan facility commitment.

53 Post Balance Sheet Events


A In October 2007, the Chief Executive announced in his 2007/08 Policy Address the proposed lowering of the profits tax rate by 1% point to
16.5% in fiscal year 2008/09. On 27 February 2008, the Financial Secretary affirmed such proposed tax rate reduction in his 2008/09 budget. Subject to
Legislative Councils approval and formal adoption of this revised tax rate, the Companys accumulated deferred tax liabilities as at 31 December 2007
would be reduced by HK$719 million to HK$11,855 million.
B

On 11 March 2008, the Government announced its decision for the Company to proceed further with the planning and design of the Shatin-toCentral Link and the Kwun Tong Line extension to Whampoa. The Shatin-to-Central Link will be based on the scheme proposed by the Company under
the Rail Merger. The first phase from Tai Wai to Hung Hom is expected to be opened in 2015 while the second phase from Hung Hom to Central is
expected to be opened in 2019. The Company will continue discussions with the Government on the operation of the Shatin-to-Central Link by way of
a service concession. The Kwun Tong Line extension is expected to be operational by 2015 and the Company will discuss the implementation details of
this project with the Government based on the ownership approach using property development rights to bridge the funding gap.

54 Accounting Estimates and Judgements


A

Key sources of accounting estimates and estimation uncertainty include the following:

(i)

Estimated Useful Life and Depreciation of Property, Plant and Equipment

The Group estimates the useful lives of the various categories of property, plant and equipment on the basis of their design lives, planned asset
maintenance programme and actual usage experience. Depreciation is calculated using the straight-line method at rates sufficient to write off their cost
or valuation over their estimated useful lives (note 2I).
(ii)

Impairment of Long-lived Assets

The Group reviews its long-lived assets for indications of impairment at each balance sheet date according to accounting polices set out in note 2H(ii).
In analysing potential impairments identified, the Group uses projections of future cash flows from the assets based on managements assignment of a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(iii) Pension Costs
The Group employs independent valuation professionals to conduct annual assessment of the actuarial position of the Groups retirement plans. The
determination of the Groups obligation and expense for the defined benefit element of these plans is dependent on certain assumptions and factors
provided by the Company, which are disclosed in notes 48A(iii) and 48B.
(iv) Revenue Recognition on Property Development
Recognition of property development profits requires managements estimation of the final project costs upon completion and, in the case of property
distribution-in-kind, the properties fair value upon recognition. The Company takes into account independent qualified surveyors report, past
experience on sales and marketing costs, as well as the prevailing market conditions when estimating final project costs on completion; and makes
reference to professionally qualified valuers reports in determining the estimated fair value of property distribution-in-kind.
(v)

Properties Held for Sale

The Group values unsold properties at the lower of their costs or net realisable values (note 31) at the balance sheet date. In ascertaining the properties
net realisable values, which are represented by the estimated selling prices less costs to be incurred in relation to the sales, the Group employs
independent valuation professionals to assess the properties estimated selling prices, and makes estimations on further selling and property holding
costs to be incurred based on past experience and with reference to general market practice.

54 Accounting Estimates and Judgements (continued)


A

Key sources of accounting estimates and estimation uncertainty include the following: (continued)

(vi) Interest-free Loan to a Property Developer


The Group estimated the fair value of the interest-free loan to a developer at its present value discounted at the prevailing market rates of interest at
inception.
(vii) Valuation of Investment Properties
The valuation of investment properties requires managements input of various assumptions and factors relevant to the valuation. The Group conducts
annual revaluation of its investment properties by independent professionally qualified valuers based on these assumptions agreed with the valuers
prior to adoption.
(viii) Franchise
The current franchise under which the Group is operating allows it to run the mass transit railway system until 1 December 2057. Pursuant to the terms
stipulated in the new Operating Agreement with the Government, the Company considers that it has the legal right to extend the franchise for further
periods of 50 years upon expiry of each franchise term (note 51I). The Groups depreciation policies (note 2I) in respect of certain assets lives which
extend beyond 2057 are on this basis.
(ix) Income Tax
Certain treatments adopted by the Company in its tax returns in the past years are yet to be finalised with the Hong Kong Inland Revenue Department.
In assessing the Companys income tax and deferred taxation in the 2007 accounts, the Company has followed the tax treatments it has adopted in
those tax returns, which may be different from the final outcome in due course.
(x)

Project Provisions

The Group establishes project provisions for the settlement of estimated claims that may arise due to time delays, additional costs or other unforeseen
circumstances common to major construction contracts. The claims provisions are estimated based on an assessment of the Groups liabilities under
each contract by professionally qualified personnel, which may differ from the actual claims settlement.
(xi) Deferred Expenditure
As disclosed in note 2J(i), the Group capitalises proposed railway project costs in deferred expenditure when the projects are at a detailed study
stage and having been approved in principle by the Members of the Board. Such decision involves the Boards judgement on the outcome of the
proposed project.
(xii) Fair Value of Derivatives and Other Financial Instruments
In determining the fair value of financial instruments, the Group uses its judgement to select a variety of methods and make assumptions that are
mainly based on market conditions existing at each balance sheet date. For financial instruments that are not traded in active markets, the fair values
were based on the discounted cash flows method which discounts the future contractual cash flows at the current market interest or foreign exchange
rates, as applicable, for similar financial instruments that were available to the Group at the time.
(xiii) Obligations under Service Concession
In determining the present value of the obligations under service concession, the discount rate adopted was the Companys estimated long-term
incremental cost of borrowing at inception after due consideration of the Companys existing fixed rate borrowing cost, future interest rate and inflation
trends.

Critical accounting judgements in applying the groups accounting policies

(i)

Provisions and Contingent Liabilities

The Group recognises provisions for liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result
of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed
as contingent liability. As at 31 December 2007, the Group considered that it had no disclosable contingent liabilities as there were neither pending
litigations nor events with potential obligation which were probable to result in material outflow of economic benefits to the Group.
(ii)

Non-controlled Subsidiaries

The Company regards Octopus Holdings Limited and its subsidiaries (the OHL Group) as non-controlled subsidiaries. In determining whether the
Group has control over these subsidiaries, the Company has taken into account its voting right conferred to it under the Shareholders Agreement of
OHL and the effective influence it may exercise over the decision of OHLs Board. Throughout the year ended 31 December 2007, the Group considered
that its voting right in the OHL Group has been maintained at 49% despite an equity interest of 57.4%. As such, the OHL Group of companies were
accounted for as non-controlled subsidiaries in the Groups accounts.

MTR Corporation Annual Report 2007

212 | 213

Notes to the Accounts

55 Possible Impact of Amendments, New Standards and Interpretations Issued but Not Yet Effective for the Annual
Accounting Period Ended 31 December 2007
The HKICPA has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended 31 December 2007
and which have not been adopted in these accounts. The Group considered that the following new standards will apply to its accounts in future.
Effective for accounting
periods beginning on or after
HKFRS 8 Operating segments
HK(IFRIC) Interpretation 13 Customer loyalty programmes
HK(IFRIC) Interpretation 14 HKAS 19 The limit on a defined benefit asset,
minimum funding requirements and their interaction

1 January 2009
1 July 2008
1 January 2008

The Group is in the process of making an assessment of what the impact of these new standards and interpretations is expected to be in the period of
initial application. So far it has concluded that the adoption of HKFRS 8 may result in new or amended disclosure and changes in presentation of the
accounts while the adoption of HK(IFRIC) Interpretation 13 may have an impact on the Groups results of operations and financial positions. However,
the adoption of HK(IFRIC) Interpretation 14 is unlikely to have a significant impact on the Groups result of operation and financial position.

56 Approval of Accounts
The accounts were approved by the Board on 11 March 2008.

Glossary
Airport Express
Appointed Day or
Day One or Merger Date
Articles of Association
Board
Bus
Company or MTR Corporation
Computershare
Cross-boundary Service
or Cross-boundary
Customer Service Pledge
Director and
Member of the Board
Domestic Service
FSI
Government
Group
HKSE or Stock Exchange
Hong Kong or
Hong Kong SAR or HKSAR
Integrated MTR System
Intercity
Interest Cover
KCRC
KCR Lines
KCR System
Light Rail
Listing Rules
Mainland or Mainland China or
Mainland of China
MTR Lines
MTR Ordinance
MTR System
Net Debt-to-equity Ratio
Operating Agreement

Operating Margin
Ordinary Shares
Post-Merger or Post-Rail Merger
Pre-Merger or Pre-Rail Merger

Train service provided between AsiaWorld-Expo Station and Hong Kong Station
2 December 2007 when the Rail Merger was completed
The articles of association of the Company
The board of directors of the Company
Feeder bus services operated in support of West Rail Line, East Rail Line and Light Rail
MTR Corporation Limited , a company which was incorporated under the Companies Ordinance
(Chapter 32 of the Laws of Hong Kong) on 26 April 2000
Computershare Hong Kong Investor Services Limited
Journeys with destination to / commencing from Lo Wu and Lok Ma Chau stations
Annually published performance targets in accordance with the Operating Agreement
A member of the Board
Collective name for MTR Lines and KCR Lines
The Financial Secretary Incorporated, a corporation solely established under the Financial Secretary Incorporation
Ordinance (Chapter 1015 of the Laws of Hong Kong)
The Government of the Hong Kong SAR
The Company and its subsidiaries
The Stock Exchange of Hong Kong Limited
The Hong Kong Special Administrative Region of the Peoples Republic of China
Collective name for MTR System and KCR System
Intercity passenger services operated between Hong Kong and certain major cities in the Mainland of China such as
Guangzhou, Beijing and Shanghai
Operating profit before depreciation and amortisation divided by gross interest and finance charges before capitalisation
and interest income from loan to a property developer
Kowloon-Canton Railway Corporation
Collective name for East Rail Line (excluding Cross-boundary Service), West Rail Line and Ma On Shan Line
Collective name for KCR Lines, Cross Boundary Service, Light Rail, Bus and Intercity services
Light rail system serving North West New Territories
The Rules Governing the Listing of Securities on the Stock Exchange
The Peoples Republic of China
Collective name for the Kwun Tong Line, Tsuen Wan Line, Island Line, Tung Chung Line, Tseung Kwan O Line and
Disneyland Resort Line
The Mass Transit Railway Ordinance (Chapter 556 of the Laws of Hong Kong)
Collective name for MTR Lines and Airport Express
Loans, obligations under finance leases, bank overdrafts and obligations under service concession net of cash and cash
equivalents in the balance sheet as a percentage of the total equity attributable to equity shareholders of the Company
The agreement entered into by the Company and the Government on 30 June 2000 for the operation of the MTR System
in the Pre-Merger period and a new agreement entered on 9 August 2007 for the operation of the Integrated MTR
System after the Rail Merger
Operating profit from railway and related businesses before depreciation and amortisation as a percentage of turnover
Ordinary shares of HK$1.00 each in the capital of the Company
Refers to the period from 2 December 2007 to 31 December 2007
Refers to the period from 1 January 2007 to 1 December 2007

Rail Merger or Merger

The merger of the rail operations of MTR Corporation and KCRC and the acquisition of certain property interests by
MTR Corporation from KCRC, full details of which are set out in the Rail Merger Circular. The Rail Merger was completed
on 2 December 2007

Rail Merger Bill or


Rail Merger Ordinance

The Rail Merger Bill refers to the draft legislation on the Rail Merger which was passed by the Legislative Council of Hong
Kong on 8 June 2007 and became the Rail Merger Ordinance (Ordinance No.11 of 2007)

Rail Merger Circular


Return on Average Equity
Attributable to Equity Shareholders
SEC

Refers to the circular dated 3 September 2007 despatched to the Companys shareholders in connection with the
Rail Merger
Profit attributable to equity shareholders of the Company as a percentage of the average of the beginning and closing
total equity attributable to equity shareholders of the Company of the period
The U.S. Securities and Exchange Commission

Service Concession

The service concession and licence granted by KCRC to the Company under the Service Concession Agreement, full
details of which are set out in the Rail Merger Circular

Service Quality Index

A measure of customer satisfaction for the services provided by MTR Lines and Airport Express based on the service
attributes (excluding fares) weighted by the corresponding importance from the customer research

MTR Corporation Annual Report 2007

214 | 215

Shareholder Services
Any matters relating to your shareholding, such as transfer of shares, change of name or address, and
loss of share certificates should be addressed in writing to the Registrar:
Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queens Road East, Wan Chai, Hong Kong
Telephone: +852 2862 8628 Facsimile: +852 2529 6087

Concept & Design: YELLOW CREATIVE (HK) LIMITED

MTR Corporation Limited Annual Report 2007

A New

Era

MTR Corporation Limited


MTR Headquarters Building, Telford Plaza
Kowloon Bay, Kowloon, Hong Kong
GPO Box 9916, Hong Kong
Telephone: +852 2993 2111
Facsimile: +852 2798 8822

www.mtr.com.hk

(Stock Code: 66)

Annual Report 2007

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